Radioactive
by redwolfproductions
Summary: Everthing changed once the radioactive leak spilled into Bellwood. Those that didn't escape before the dome was set over the city were either infected or killed, but there are the few that survived. Ben and Rook being two of them. Now, both have to cope with not only going insane, but learning to adapt.
1. Survivors

Chapter 1 – Survivors

It had been nearly two years.

Two years.

That was how long it had been since the leak first appeared. How could it have been so long? And how could such a horrible thing have happened to such ordinary people?

Well, that was a lie. These weren't ordinary people.

For one, the person who had first discovered the leak was none other then Ben Tennyson, who had once been known as the universe's greatest hero. Now, he was just a freak. Just like the others that had survived the leak.

Gwen, who had also survived the leak, had called the whole thing a 'Radioactive Apocalypse'. Well, it technically was. The leak was radioactive waste, so it figured that the apocalypse that had spread all over Bellwood was caused by it.

Still, no one knew how it had happened. No one knew how the waste had first entered into Bellwood, but that didn't matter anymore. The only people that had really cared about finding out the truth were Gwen and Rook. And those two people had changed. A lot.

Gwen had been one of the toughest female survivors. She had lasted longer then most. But just like many, Gwen had passed.

Everyone remembered perfectly well how Gwen had died. It was almost as if it were yesterday.

Gwen was one of the smartest people Ben knew, but yet, she had done one of the stupidest things any person could do in the Radioactive Apocalypse, which was leave the safe house in bright daylight. Alone.

No one knew exactly what Gwen was doing out there. Some had thought that she was doing what many had done, which was suicide, but Ben had thought differently. He knew that Gwen wouldn't do such a thing. No matter how rough things got.

Nevertheless, Gwen had been massacred by the Eves. No matter how hard she fought back. After about half a year of wear and tear and breaking herself down, Gwen had given her dying breath into fighting the Eves.

The Eves were what Rook had started calling the creatures that were created from the radioactive leak. They were also known as invaders, which would take over the human bodies of the people of Bellwood.

Now, if you would so much as dare to glance out one of the windows of the safe house, you would see the people of Bellwood just wondering up and down the streets of Bellwood, as if they were zombies. They were always dirty and ragged, as if they hadn't been taking care of themselves.

Well, they hadn't. They weren't themselves anymore. They were Eves, now. And all they needed to survive was darkness. And they sure did get plenty of that when night rolled around.

And to the Eves' advantage, ever since the people outside of Bellwood placed the dome over all of Bellwood, the nights were much longer and the days were much shorter.

And not only that, but the nights were so cold, all the survivors would huddle in the back of the safe house struggling for warmth. It was such a strange thing at first, but after almost two years of doing so, everyone had gotten used to it.

However, as time went by, more and more of the survivors died off, and all in different ways. Some would be killed off by the Eves that littered the streets of Bellwood, but some would die off by something that was brought on by the radioactive waste.

Eves and the dome weren't the only problem, though. There was also the matter of the waste that continued to run all through the rivers and streams of Bellwood. There were only certain places where there wasn't radioactive waste, and these places were far off from the safe house and was considered extremely dangerous trying to get there. Many had died trying to do so.

Rook had tried to find out more about these Eves, but he had soon given up. Well, people had just assumed that he had, anyway. After all, Rook had quickly grown apart from everyone else. He wouldn't huddle in the corner with everyone else at night, but instead would either sit off in another corner and surprisingly not freeze to death, or he would do something horribly dangerous.

Rook would often leave the safe house. On his own.

It was dangerous enough going out of the safe house alone, but going out during the night was considered suicidal.

However, Rook would always return. Sometimes, he would return with items such as food, clean water, clothes, medicine, or just about anything that was needed. Sometimes, though, he wouldn't come back in the morning at all. He wouldn't return for days at a time, and sometimes for weeks at a time.

No one knew what Rook did while he was gone. Some thought that he went off into the forest, but no one could be sure.

Once, Rook had returned after a whole week of being gone. And when he returned, he had brought back nothing, and he didn't look too well, either. His body was beaten and he looked as if he were going to pass out. He was a shell of his former self, and everyone knew it.

Rook didn't hide it, though. He knew he was changing. After all, everyone else was.

The waste not only killed people from the inside out, but it altered them.

Ben had been an example of this. He had changed not only physically, but also mentally.

Ben had been sixteen when the leak first appeared in Bellwood. He was close to being seventeen, and he had been excited. This excitement had been destroyed once Ben found out about the leak, though. Everyone had been not only frightened about the leak, but they had been horrified.

And they had perfectly good reason to be scared.

Ben, too, wasn't his old self anymore. Now, he was seventeen and close to being eighteen. Ben had surprisingly been able to keep track of the days, and he had been able to know that his eighteenth birthday was slowly approaching.

Ben always thought about how if the leak had never happened. He thought about how if things were still normal. If things had been the same, then Ben would be so excited about turning eighteen, but now things were different. Now, turning eighteen meant Ben had new responsibilities.

That was something Ben thought he would never have to think about.

The Plumbers were a thing of the past. If the Plumbers had still been out there in the universe, they would have looked down on the destroyed HQ and Bellwood and saved Ben and the survivors. After all, they had all sent hundreds of signals for help.

Ben knew that others knew they were still alive.

This just made Ben furious. After all the times he had saved the universe and nearly died doing so, the Plumbers couldn't bother saving him and the others?

Ben would be the only brave one to come out of the shadows of their 'safe house'. He used the term loosely. Their safe house was mainly just an abandoned building on the edge of Bellwood's city. And on top of that, it was an office that was on the top floor.

The room was small and stuffy, but they made out just fine.

Like Rook, Ben was slowly straying away from the others. But unlike Rook, Ben was more into taking care the others whereas Rook would just help them from time to time.

Ben protected them to the point where they thought of him as their leader.

The physical changes that Ben had undergone were drastic. His fair skin was now rough and pale from the lack of sunlight. Although Ben would wear a mask most of the time, he knew he had bags under his eyes from the lack of sleep and the stress that he had undergone for all this time. Ben had grown much taller, though. Due to the lack of nurition, Ben hadn't grown as bulky and strong as he should've, but he was active enough to where he could stay agile and slender.

Ben didn't care much for the way his face looked. This was mainly because he wore a mask and never let anyone see his face. He hid his shame.

Ben's mask was something that he had found while looking around Bellwood's empty streets, while the leak was just forming. It had been just after Ben had been exposed to the waste. Unlike the others, Ben had been exposed to the waste directly and had been infected. He had a horrible scar to prove it.

Ben had tried to forget it, but he couldn't. He couldn't forget how he had just about fallen into the purest form of the waste. He had placed his hands out to break his fall, which was what made Ben always ware black gloves, too.

The only parts of Ben's body that had been horribly effected was Ben's hands and his face. So, Ben wore his black gloves and his grey and black mask.

Ben's mask had a symbol on the whole front that was the same symbol as a radioactive one, ironically. The bottom slate let Ben breath and talk, while the top two let him see.

Ben normally wore his hoodie and put his hood up, just because of the fact that the days were almost as freezing as the nights, and because he didn't want it to be too obvious that he was wearing a mask.

Ben had almost felt guilty for wearing a mask to hide his shame, where as Rook didn't hide his.

Rook had a scar on his face, too, but it wasn't anywhere near as nasty as Ben's and it didn't seem to glow green with radioactive material. Instead, Rook's scar was in the shape of a cross on his forehead.

Rook still wore his Proto-Tech armor, obviously, but everyone knew that after everything he went through, he had smaller scars all over his body and scratches here and there on his face.

Things had gotten to the point where Rook wouldn't even speak anymore. Ben couldn't remember when the last time was that his old partner had talked to him. Or anyone for that matter.

Rook would leave for a while, and then return. Sometimes he would come back with things for the others, and sometimes he didn't. And when he didn't come back with anything, no one bothered with showing disappointment, even though others would look as if they had been hoping for the warrior to return with more hope.

Rook was the only old friend of Ben's that had survived. The rest of the survivors were strangers to Ben, but he protected them nevertheless.

Not counting Rook and Ben, there was a total of four survivors. When the radioactive waste had first made Ben and the others take refuge, there had been a total of over twenty survivors, but just in almost two years, that number had gone almost completely down.

One of the survivors was Mona. She was the oldest, but the most timid. She was in her early twenties and had short, blond hair. Her skin, just like everyone else's, was faded and colorless. Her blue eyes that had once shone with bright excitement were now dull and showed no life.

Mona had a son. His name a Toby. Just like his mother, he had short, blond hair, but his was a darker color. His eyes were a dark green, but they seemed to be faded, as well. It had been a surprise to everyone that the small five year old had survived for this long.

Another survivor was Drake. He was known to be a bit of a hot-head and would just about look at the down side of everything. Drake was about the same age as Ben, maybe younger. His hair was a dark black and his eyes were a smoky blue, as if they were clouded by the toxic air. His skin seemed to not be as faded as everyone else's, though.

The last of the group was little Grace. She was about sixteen years old, but she looked much younger due to her small size and the fact that she had a quiet voice. She had long, brown, curly hair. Her light brown eyes were always darting left and right, as if something was going to go wrong at any moment. Although she was strange and would seem to talk to walls at times, people couldn't help but loving Grace.

Now, coming to the present, Ben stared out the window of the top of the building. He looked down below where the people looked as if they were ants. The window's blinds were half closed, making small rays of light stream in through the safe house.

The rest of the room, besides the one spot where the window was positioned, was dark.

Three bodies lied in the corner of the room. These three were Mona, Toby, and Grace. They all sat, doing nothing.

Grace glanced around the room and would part her lips, as if she wanted to speak, but she would close them as quick as she opened them.

Drake was in the other corner of the room. He had a cigarette between his dry, pink lips. He took in a deep drag, and then pulled the cigarette away from his mouth as he breathed out the smoke. As he did so, he coughed violently.

Everyone in the room seemed to flinch. It seemed if anyone coughed everyone else would get horribly frightened. Coughing meant that there would be sickness. And sickness meant that someone would get infected. If someone was infected, then they would infect the rest.

Ben couldn't EVER risk that.

Remembering an earlier time, Ben thought of once when Julie and her boyfriend, Herve, had joined them. They had been visiting Bellwood for yet another of Julie's tennis matches when the waste spread around the city.

Unfortunately, Herve had gotten sick. This made Julie not only frightened, but angry. She had just about thrown a fit when she was told by Rook that Herve was a danger to the others.

Since there had been around twenty other survivors at the time, Julie didn't grasp the full risk of just how dangerous it was that Herve might have gotten infected.

However, Julie had made the mistake of trusting certain people. The one person she DIDN'T trust was Ben. Sure, Rook had been the one to break the news to Julie, but Ben had been the one to tell it straight to Julie.

"He can't stay here." Ben had told her.

"So, what?!" Julie had screamed. "You just DUMP him?! ABANDON him?! I never knew you were so heartless, Ben."

Herve had indeed gotten infected, but he was just in an early stage. So, when Herve had said that he seen a clean stream somewhere down by the edge of the city, Ben had wanted to go with him to get some water.

Just as thought, Julie had kept Ben back, not trusting him. It had hurt Ben to know that Julie would think that he would do something so foul and horrible to Herve, or just leave him there.

So, Rook had gone with Herve instead while Ben hung back with the others.

Rook came back with plenty of fresh water, but no Herve. Rook had told the story of how on the way back Herve was attacked by an Eve, and he was too weak to do much about it.

Julie had cried herself to sleep that night, and so had some others, but Ben had mixed feelings. That had to be the first time that Ben looked at Rook differently.

"What did you do?" Ben had asked Rook about a day later.

Rook had just shrugged the subject off, as if it didn't matter. "I did nothing but get water and bring it back."

Ben had frowned at this. "And when Herve was 'attacked', you didn't even try to help him?"

For the first time, Rook had then looked at Ben with such a cold stare it made chills run down Ben's spine. Rook's eyes had seemed hollow and empty of emotion.

"Would YOU have helped him?" Rook had hissed.

And with that, the conversation had been over and the subject had been completely dropped.

Looking over his shoulder at Drake, Ben tried not to make a big deal about the coughing.

'It's just the smoke.' he told himself. 'He's a smoker. Calm down, Ben.'

Drake hadn't been a smoker before the Radioactive Apocalypse, but the depression and anxiety had driven him to smoking a drag everyday.

At first, Ben had had second thoughts about letting Drake smoke, thinking that there might be something radioactive in the smokes he found in the streets or that his coughing might make others sick, but Ben had let Drake smoke nevertheless.

'Let him do it.' Ben thought to himself. 'He might as well have something to get himself through all of this.'

Besides, Drake wasn't the only one who was starting to get sick. Well, they ALL were sick in a way from the polluted air, but Ben was slowly beginning to fade away, as well. After all, he and Rook were the only ones that ever left the safe house.

For two straight years, Drake, Mona, Toby, and Grace had all stayed inside the house. After so many people had died from leaving, they no longer even left. Now, they would constantly rely on Ben to protect them and their safe house and Rook to collect supplies.

Although it seemed that Rook had the more dangerous job, Ben would often leave the safe house, as well, and collect anything that would just so much as keep the others alive.

From leaving the safe house, and from breathing in the toxic air, Ben's lungs had slowly begun to become horribly sick. Ben feared the worst, which was that he would die and the others would be left leaderless. Sure, there was Rook, but he was more of a lone wolf, now.

Ben would often cough, but he would try to do it in more private places. Sure, he couldn't control when he coughed up violently, but he seemed to do it more often when he was outside the safe house, which was where all the toxins were.

Ben would always keep on his mask. He didn't want to scare the others. Sure, Mona and perhaps some others found Rook's cross scary, but it wasn't anything compared to Ben's scar. Unlike Rook's scar, Ben's would glow.

Literally, his scar would glow.

This was yet another side effect of himself being exposed to radioactive waste. His scar on his face and his hands would glow a bright green, even in the light. So, Ben wore a mask and black gloves to cover up.

However, wearing his mask made things all the more hard. Ben knew that he didn't want to scare others, and that he wanted to hide his shame, but the mask was making it all the more hard to breathe in the air and to think clearly.

Ben often wondered if Drake was having similar side effects, too. Sure, Drake's problem involved cigarettes rather then radioactive material, but Ben and the others would often worry that the cigarettes that Drake smoked were toxic, as well. And if they were, then Drake was going to have MAJOR problems later on.

Drake's clouded blue eyes drifted over to Ben. He dropped his cigarette butt onto the ground, stopping it out. His eyes stayed pinned on their leader.

"When was the last time Rook was here?" Drake asked, crossing his arms.

Things had been so silent for a long time before Drake spoke up, and Ben had liked it. Normally the silence would wrap around him and suffocate him, but Ben had wanted to stay speechless for a while. And he for sure didn't want to speak just in case the topic of Rook was brought up. It figured that Drake was the one to bring the matter to hand.

Ben slowly turned his head towards Drake, but he didn't look. Just another advantage of having a mask on was that you didn't have to look at people if you didn't want to.

"Almost a week." Ben answered.

It had seemed like longer, and that was because it WAS longer. One advantage that Ben had over the others was that he seemed to be the only one that really kept track of time. And he often would fudge up dates and times to not stress out the others, or just to make himself more at ease.

Drake narrowed his eyes. "You sure? It seems longer ..."

Ben turned his head back towards outside, as if he would see Rook somewhere in the crowd of zombie-like people. "Yes. I'm sure. Almost a week. Almost."

Toby snuggled closer to his mother. Both were under a dirty blanket. Something that Rook had found somewhere in the city.

"When Rook comes back, will he bring anything?" Toby whispered to his mother.

Mona just gave a sad expression as she clutched her child closer. "I don't know, Toby. You know Rook tries, though."

No one knew. If they didn't even know where Rook went during the night and why he was always gone for so long, then how were they to know that he had truly tried to get supplies?

Tony closed his eyes, as if to sleep, but he never could during the day. Toby had once been used to taking naps, but now he seemed to be getting older and didn't really need naps anymore.

"When is Rook coming back?"

No one bothered to answer.

* * *

It had turned dark out when the shadowed figure walked along the sides of the dome. His tall, slender figure blended in perfectly with the night. Although it was freezing cold and it seemed that nothing could be seen, this man was perfectly capable of moving around.

After two years of doing this almost every night, Rook had gotten pretty good at stalking during the night. It was just the Eves that he had to look out for.

During the night, when all false sunlight had vanished, the Eves would take another form. No longer would they have the disguise of a human host's, but they instead would take their most pure form.

Rook had seen them while they were in this form. And it wasn't pretty.

Many of the others had seen, too. In fact, it seemed as if Toby was the only one who hadn't seen these monsters wondering in the streets at night. All you had to do was walk out by the window and see them sliding down the streets as if they were nothing but shadows.

Mona had done a pretty good job in keeping her child asleep in her arms at night, though. If Toby so much as struggled to get up, Mona would snap awake ad tell her son to keep still. Or they would hear them.

'They' was just another way of the survivors talking about the Eves without using the real title.

'They'll hear.' was what they would whisper to each other.

During the day, while the Eves still looked as if they were human, their senses were dulled and they couldn't hear the low, rasping breathing of the humans in the safe house. Eves were allergic to daylight, so they wouldn't come out in their purest form, but would just disguise themselves as their human hosts.

During the night, however, the whole game changed.

The survivors would huddle together in the corner of the room, trying to sleep soundly so that the Eves roaming the streets below wouldn't hear them, or notice they were there.

One thing that Ben and the others had found out about the Eves was that they hated climbing things, and they for sure hated heights. So, staying up in the safe house on top of the building was the safest place for them to hide.

However, Rook knew more things then the others did. Although he knew more, he happened to be the only one who hadn't talked for over a whole year.

Rook hated talking. He knew that when he talked he sounded insane to the others. He would scare them more then he already did.

Rook felt himself slipping, but every day he would hang on tighter and tighter to whatever sanity he had left. So, he wouldn't talk. He wouldn't hang around the safe house for more then he needed to. Yet, he wouldn't allow himself to get too involved in wondering the streets and forest of Bellwood.

One thing that Rook did to make sure that he was still sane was to make sure that he could still feel pain. Before, Rook would just do simple things such as smashing his hand on a rock or skimming across some tree bark.

These things had soon dulled Rook, though. And that was how Rook knew he was slipping away.

So, a different thing that Rook did was touch the dome when he felt as if he needed to get a brain check. The dome was thick and would circle all around Bellwood. It even went underground, as if they all were in a giant fishbowl.

The dome's surface was almost a grey color. Once, when the dome had first been out up almost two years ago, it was a bright purple color. It seemed beautiful at the time, but dangerous nevertheless.

Once, when Rook had been curious, he had touched the dome when it was still healthy. And, just like it still was, the dome would send pain through the person's whole body, as if they were being shot with invisible bolts of lightning.

Rook had been the only one to touch the dome. Ben had seen it once, but he hadn't gotten close enough to actually touch it.

Walking closer to the unhealthy dome, which seemed to die more and more every day, Rook slowly reached one of his hands out. For a second, he hesitated, but then he fully reached out and touched the dome.

Instantly, pain shot through his whole body, making him release a silent scream.

Rook pulled his hand away just as quickly as he had touched the dome. His body still ached and screamed of pain, but Rook knew that it meant he was still alright. He still had some sanity left.

However, the feeling of sudden joy didn't lasted very long.

Rook had fallen to the ground, sitting on his knees. Once he thought that the pain was dulling, it suddenly all rushed back.

Rook's heart thumped harder and harder in his chest. No. This was wrong. This had never happened before. What was happening?

Rook stared at his hand, which was the one he had touched the dome with. For a split second, Rook thought he saw his hand boiling. Rook tried to give another frightened scream, but nothing came out.

Rook seemed to then fade in and out of consciousness. His mind buzzed with not only pain, but with voices. He could hear them all. There was Ben's voice, there was Drake, and there was even the girls and Toby.

No matter how hard Rook tried, he couldn't make out what they were saying. Each voice seemed to blend in with the other, making it impossible to think.

Rook felt himself fall onto the ground. However, just as he did, he felt another jolt of energy. This wasn't pain, though. This was like a sudden rush, a high, even.

Without even meaning to, or even thinking, Rook sprung to his feet. He couldn't control himself. It were as if he were a puppet, and something was controlling his strings.

Swiftly turning on his heels, Rook ran back towards the dome. Before he could stop himself, or even think of anything, Rook body slammed himself into the dome. There was that sudden burst of pain, but it was soon replaced by the high feeling.

Once Rook pulled back, feeling his face and whole front being burned by something invisible, he slammed into the dome again.

And again.

Deep down, Rook was screaming in pain and telling himself to stop, but something had snapped in his mind. Something was telling him to keep getting up and slamming into the dome, just for that high feeling.

Soon, though, Rook had no energy left. The new found energy that had entered his body soon left him, and he fell to the ground in a heap.

Once the high feeling had passed, it was replaced by horrible, horrible pain. Rook moaned out, but he knew that there was no use.

As he lied on the ground, unable to move, he knew that he was in trouble. Never before had this happened from touching the dome. Nor had he ever acted on such impulses.

His whole body screamed in pain, and there was nothing he could do.

Without even meaning to, Rook felt himself muster up a chuckle.

'I'm going crazy.' he thought to himself.

Rook's chuckle soon turned into a full out laugh, as if he were having time of his life. He continued to laugh until he felt his throat running dry.

Taking in a gasping breath, Rook lied limply on the ground. He half closed his yellow, cat-like eyes and seemed to roll in and out of consciousness. His body no longer felt pain, but felt as if it were completely numb.

At that moment, Rook wished himself dead. It was a deep and dark thought, considering that even though Rook knew he was slipping, he would never think of bringing his own life to an end.

However, in that one moment that he lied laughing on the ground in complete pain, he felt as if he had no other use, anymore.

But what can you do when you're completely numb and lying in the forest?

Feeling as if he were trapped in his own mind, Rook shut his eyes and surrendered to sleep.

* * *

_Here is the first chapter of 'Radioactive'!_

_I have had this idea in my head since forever. I was going to wait until 'Wolfe Ridge' was finished, but I just couldn't help myself._

_I own the OCs and Eves. Just clearing that up._

_In this chapter, you see to see as Rook goes slowly insane and Ben as he feels sorry for himself. Ha! But seriously, there will be plenty of blood and gore and scary stuff in this story. This is just the first chapter._

_In the next chapter you will get to see how the people outside of Bellwood still react and how the heck they were able to get a dome over Bellwood in the first place._

_Warning! This fan fiction contains yaoi. Don't like, don't read._

_Ben 10 Omniverse (c) Cartoon Network_


	2. Changes

**WARNING: This chapter contains violence/gore.**

Chapter 2 - Changes

Rook had returned the next night, and he didn't look alright.

Normally, Rook could return to the safe house during the day time, but this time around, he returned during the night. When he came during the night, he had lumbered up the stair case and moaned, nearly making Tony cry with fright. Every had been afraid, thinking that it was either an Eve, or something else horrible.

Then, Rook had slumped into the room. Ben's eyes had widened at the sight. Never before had Rook looked so horrible.

Rook's armor was torn and ripped, as if he had been attacked by an Eve. Thick, strange colored blood oozed from Rook's skin. He looked as if he hadn't only been shredded by massive Eve claws and beaten to the ground, but he had also been burned. Burned.

Rook only glanced over at Ben once, but then lowered his eyes down in shame and slinked off to the corner of the room, just about crawling. Once he was there, he just turned his back to the rest of the group and leaned his side on the wall, letting out a small moan.

Things had been silent and still for a while. Everyone stared at Rook for a while, but Mona had whispered into Toby's ear to stop, saying that it was rude and that he needed to sleep.

They all needed to sleep.

While they all tried to sleep, even Drake, Ben couldn't help but staying up and watching Rook. All that could be heard was Rook's shuttered and unnatural breathing. Ben saw even through the darkness how Rook's body was covered in cuts and burns. His armor was torn and shredded, showing where he had been wounded.

Rook had come back before being beat, but never like this.

Swallowing a hard lump in his throat, Ben went over to another corner of the room, being silent. He was quick, thinking that perhaps Rook would leave again in the morning if he got the chance.

However, once Ben got remotely close to the Revonnahgander, Rook's yellow, slit eyes darted over at Ben. No one knew when his eyes had changed, but over time his eyes had changed from being cat-like orbs to being small slits.

Ben squatted down on the ground next to his old friend. Even though they were all in this mess, they were in it together, and Rook was still in a way his partner.

Rook seemed in a bad mood, but he was too tired and out of it to do much. He just sat there in a lump as Ben took a seat next to him. Ben looked over at his friend with concern, but his expression was covered by his mask. His lungs felt compressed by the toxic air, but at this point he was used to it.

Ben took in a hushed breath. "What happened ...?"

Rook slowly closed his eyes, letting out a shuttered breath. He turned his head and leaned it against the wall he was pressed against.

As Ben looked Rook over more closely, he saw that Rook looked almost trampled, and it was rather pathetic. This wasn't like Rook at all.

As if to press closer to the wall, Rook hunched his shoulders and let out another sigh.

There was a long and stilled silence as the two sat on the ground together. All that could be heard were the moans and movements of the Eves outside in the darkness, and the small snores of Toby in the other corner of the room, along with Rook's shuttered breathing.

Finally, Rook spoke up. "Things are changing ..."

Ben had been surprised by Rook's sudden words.

Rook's voice sounded unnatural to Ben. He hadn't heard his friend's voice in what seemed like forever, and now that he heard it, it sounded rough and scratched, as if it were wearing away.

He hadn't expected his friend to say such a thing. Ben already knew that things were changing. Things were ALWAYS changing. However, looking at Rook all beat and battered made Ben think perhaps that Rook was saying something BIG was happening.

Ben got the sudden feeling that Rook was right.

Ben looked behind him to make sure that the others were still sleeping, then turned back to Rook. "How do you know?"

Rook just drew in a sharp breath. "The air. It is becoming more toxic then usual. Animals that survived but mutated are becoming even more vial and feral by the day. The Eves, though, are the strangest. They are becoming more and more advanced. No longer do they fight with one another, but they gather in small and large groups, as if in packs."

Ben listened, completely amazed. "What does all this mean ...?"

There was another long silence.

Rook didn't even answer.

* * *

Once the sun broke out, Grace was up and helping Rook. The grumpy Revonnahgander snarled in protest at her help, but she was willing to bandage him and give him some of what little water they had left.

Rook had flinched at the pain of his wounds being cleaned, but he didn't mind much. He just let the younger girl clean him up and help him out. Rook just stared at the wall ahead of him and gave a grumbling sound every now and again.

Ben stayed by the window like he did every morning, just watching the Eves below. He had to admit that now they seemed to travel in a variety of groups. There was small groups and large groups, and they all banded together, but groups would seem to pick on other groups and fight for what little they had.

Ben just sighed, holding his hands behind his back.

Drake had another smoke from the deep shadows of the room, coughing every now and again. Every time he did Rook would seem to glare at him. Although Ben was facing the window, he knew of the looks his partner was giving Drake, and this sent chills down his spine.

Rook just looked over at Ben every now and again, but saw that his partner was deep in thought. Even though his mask covered his facial expressions, his body was tense and stiff. His tall body was leaned forward, looking outside at the Eves below.

Grace looked over at Ben, as well, then turned to Rook, whispering. "He's worried ..."

Rook blinked in surprise. "Worried ...?"

Grace flinched back, as if she hadn't expected to get a response. "Well ... yeah. He ... we all thought you would return, but we thought that perhaps you would return with supplies, and not so ... beaten ..."

Rook huffed. He knew that this was true, though. They had all been expecting him to return with food and water, and other things. They always had been. But this time around things were different. Rook had been gone for a while, and not only did he return with nothing, but he returned beaten and battered.

Rook had just about scared everyone. Mostly Ben.

* * *

Rook walked down the side of the stair case, leading away from the safe house and down the building. He still hobbled a little, but he didn't mind too much. He had something to drink and he had some of his wounds covered, so he was going to go on his trek for supplies, to make it up to the others.

However, just as he left and began walking down the flight of stairs, he heard the door swing open.

"Rook!" Ben cried out.

Rook looked over and saw his partner closing the door behind him and walking down the stairs.

"Where are you going?" Ben asked, even though it was a stupid question.

Rook just shrugged. "Where ever."

Ben huffed. "What do you mean 'where ever'? You just got here last night!"

Rook sighed, not saying another word. He just turned and began walking down the stair case, but Ben caught up with him and placed his hand on Rook's shoulder. Rook swung around with a snarl at being touched.

Ben held his ground, though. "What's going on, Rook?"

Rook just bared his cat-like fangs and didn't say anything.

"Rook, why don't you EVER talk?" Ben asked, taking another step down the stair case. "Why are you NEVER here? Why do you NEVER help us out, anymore? You used to help out and actually CARE about us, but now all you care about is being away in the dark!"

Rook growled back at Ben. "Times are changing. I'm doing what I must to adapt."

"Adapt?" Ben snarled. "What does THAT mean?"

"It means," Rook started, talking a threatening step closer to Ben, "That while you and the others still wait to be killed in the 'safe house', I'm out and trying to figure out a way to LIVE!"

"Rook!" Ben cried out. "Nothing you say anymore makes sense! What do you mean 'live'? We're all just sitting ducks in this dome!"

"And why do you think I don't talk anymore, Ben?" Rook snarled, his voice already sounding ice cold.

Ben didn't say anything back, just stunned by confusion and anger.

Rook shook his head in anger. "There is nothing to be said. And there is NOTHING to be admitted."

Ben lifted his head. "Admitted?"

Rook turned around and walked down the stair case, not saying another word, but Ben wasn't finished.

"Rook, I know what happened to Herve."

Rook stopped dead in his tracks. He swerved around in a fit of snarls. "You don't know ANYTHING."

Ben took in a sharp breath. "I know enough. How COULD you, Rook?"

"He was going to infect us all." Rook answered plainly, refusing to look in Ben's direction.

"But how could you just ..." Ben said, but couldn't bring himself to finish.

Rook looked up at Ben, his eyes blazing with anger. "I did what you couldn't EVER do. I did what had to be done. No questions. No hesitation. Just instinct."

"Instinct?" Ben growled.

"Like I said," Rook snapped. "We are to adapt to this new world of ours if we are to survive. The others look up to you as their protector, as their leader, but you REFUSE to adapt as I do, so you will NOT survive as the other living life forms are."

"Who WOULD want to live like them?!" Ben cried out. "Those are savages out there, Rook! And the more you leave and the longer you stay out there the more you're turning into a savage, too. Please, Rook ..."

"What, Ben?" Rook snarled. "What am I to do?"

There was a still silence as the two seemed to stare each other down, and even though Ben's eyes were covered, Rook could seemed to stare through Ben's very being.

Ben's shoulders slumped as he asked Rook a question in a whisper. "What happened to Julie ...?"

Rook narrowed his eyes, a growl rising in his chest. "She knew too much."

Ben drew in a sharp breath. "Rook ... how could you ..."

Rook seemed to hiss. "She found out about Herve, and she attacked me. There was nothing more I could do. If she managed to get away to the others, there would have only been more trouble."

Ben felt his chest heave up and down with anger. "What ELSE was she to do?! You KILLED her boyfriend!"

Feeling his cheeks becoming wet, Ben felt himself becoming choked up with emotion. He was filled with such rage, but also with sorrow and bitter betrayal.

Rook's eyes narrowed in tiny slits, looking as if he were as angry as can be. "EVERYTHING I do isn't for me, but for EVERYONE! When I return beat and hungry, it's all for the others. It's all for YOU!"

Ben flinched back, but was frozen to the ground. He felt heat rising to his face. "So, while we're all starving, thirsty, slowly loosing all hope, and I'm worrying every second about protecting the others, you're some place in the unknown getting beat? How is that helping us in ANY way, Rook? Just tell me that."

Suddenly, something seemed to change about Rook. His already narrowed cat-like eyes changed into something much more foul and hideous, as if they were forming into something completely different. The scar in the shape of a cross on his forehead seemed to suddenly tighten, getting skinnier, but glowed just like Ben's would, but didn't glow green. Instead, it glowed a bright yellow. Rook's eyes glowed the same color.

Ben took a hesitant step back.

But just a quickly as Rook had changed, he had gone back to his original look, his cross stopped glowing and went back to it's normal shape and his eyes back to their normal shapes.

Rook shut his eyes tightly and turned his head away from Ben, snarling. "Just .. stay away from me, Ben."

Rook turned and slowly began walking down the flight of stairs, again.

"Rook ..." Ben whispered.

Rook snapped his head around, baring his fangs. "DID YOU NOT HEAR ME, TENNYSON? I said, stay AWAY from me! And this time, I mean for GOOD. If I see you around me EVER again, I'll slit your throat like I did to Herve."

And with that, Rook was gone, leaving Ben alone in the dark and empty stairway.

* * *

When Ben had entered the safe house, again, everyone's eyes were on Ben.

Toby was the first to speak. "Where's Rook?"

Ben flinched back, as if he had been slapped. He didn't even looked at the others. He just looked blankly at the wall ahead of him. He sighed sadly. "He's ... gone."

The others weren't sure what to make of this. 'Gone' could be thought of many different ways. He could either be just off some place (like usual), he could have left for good, or he could've been dead.

No one talked after that.

* * *

The next two days passed by slowly.

Ben stayed mostly by the window. He watched the Eves below intently. Just like Rook had said, they were forming together in packs, working together and fighting off other packs. However, in just the two days that Rook was gone, the Eves had formed some of the packs together, as if forming alliances. Smaller packs weren't broken up or destroyed, they were joined.

They were adapting.

Once, during one of the nights, Ben had slinked away from the group sleeping together and had walked to the window and carefully watched the Eves in their purest forms. They were like shadows. Tall and slender figures with glowing red eyes.

Once, when the radioactive waste had just first appeared, Rook had said that the males were the ones with all red eyes, and the females were the ones with one red eye and one blue eye.

Ben had noticed something strange that night, though. There had seemed to be a majority of females in each pack, and a minority of males. And there would be only one big male. This one big male would have the brightest glowing eyes and would be the tallest and the most well built.

However, in the morning, when they all took their human forms once again, you couldn't tell a single difference in any of them. The alphas would seem to look just as tall or maybe even smaller then the others. This made Ben think that perhaps that the Eves that invaded and took over the human bodies had their own traits.

The day that Rook left was the day that their food supply ran out. And the second day that Rook had left was when their water supply ran out. Everyone was so hungry and thirsty. Not even Drake was smoking because of it.

As Ben stood by the window, Drake slowly walked up beside him.

"What are we going to do?" Drake asked in a hushed voice.

Ben sighed, thinking. He knew what he had to do, but he wasn't going to like it. He turned his head towards Drake. "Something stupid."

Drake raised an eyebrow. "What?"

Looking back out the window, Ben looked back down at the Eves. "I'm going to go look for fresh water, and some food along the way. While I'm gone, you're 'in charge'."

Drake gave a strange grin. "Really?"

"Just don't blow the place up and we should be fine."

* * *

Walking through the shadowing, the tall teenager made sure that he didn't make a sound as he kept well away from the large packs of Eves. He knew that they were in their human forms and that their natural Eve senses were dulled, but he couldn't EVER be too careful.

After all, if he died, then there wouldn't be anyone left for the others. Well, there was Drake, but he wasn't much of a leader. Ben had just put him 'in charge' to make himself feel better knowing that the others had someone there for them, and that they weren't completely alone.

Ben had a light backpack on his back. There was an empty flask in it and some bandages if he needed them. He hoped he didn't.

Ben had a hoodie on with the hood up, dark and long jeans, and a belt hugging tightly around his hips. On his belt was a pouch for his dagger, something that he also hoped he didn't need to use.

After all, after the 'incident', Ben didn't have much more for protection anymore besides a blade.

Ben could never forget the day that he lost the most powerful device in the universe. It had been the same day that Julie had 'died'. Or been murdered.

As it turned out, the Eves not only had a thing for taking human bodies over as hosts, but they seemed to have a taste for alien flesh. It was a wonder as to how Rook was able to always leave the safe house and never be hunted down by the Eves as if they were bloodhounds.

Anyway, not only did they seem to like to devour alien flesh, but they enjoyed alien tech just as much as crows enjoyed shinny objects. As soon as they caught a glimpse of Ben's dazzling omnitrix, they went crazy. Swarming left and right, they tried to rip the watch off Ben's wrist, all fighting over who would get it first.

Thankfully, this had all been in daylight, so they hadn't been in their most dangerous forms. Nevertheless, their nails ripped and tore at Ben's flesh. No matter how hard they tried, none could get the omnitrix off Ben's wrist.

They hadn't managed to take the omnitrix, but they had managed to rub something black and sticky on it. Ben nor Rook knew what this was, but Rook said that the Eves seemed to be made up of this substance, which was thick, black slime. And even though they had been in human form, they had been able to seep the sticky substance through their finger tips and down to the omnitrix.

In result, the Eves' DNA had seeped into the omnitrix. No one knew how, but the slime had somehow tampered with the omnitrix, literally blowing it into pieces from the inside out. Now, all that was left of the device was the outer shell, which still clung to Ben's wrist, nothing but a dead weight, now.

As Ben walked down the dark parts of the streets, he couldn't help but thinking of Rook. Sure, Ben felt betrayed and deeply hurt at just knowing Rook's secret about Herve and Julie, but at the same time he didn't feel as angry as he should have. Sure, Julie was his friend, but a part of Ben had already forgiven Rook. A part of Ben had already forgiven Rook long ago. And a huge part of Ben just wanted Rook to come back so Ben could tell Rook that he was sorry.

Ben didn't know what he was sorry for, but he just wanted Rook to come back.

Sighing, Ben made sure that he was still a distance from the Eves before he continued on forward. He stepped lightly, not making a sound. All that could be heard were his unsteady breaths.

Ben knew that he was going to have to find something for his breathing. Perhaps he would have to search old homes again, looking for asthma inhalers. Or just anything that would help him breathe.

Before Ben knew it, he was walking deeper and deeper into Bellwood, or whatever was left of it.

* * *

As Ben walked through the small houses at the end of the streets, he had checked to see if he could find any stored foods that would be packaged and stored, so that they were edible, but he found nothing. He thought so. After two years, he knew that he wasn't going to find anything. Besides, there was nothing to be found in these houses. Rook had most likely raided them long ago.

So, Ben had walked further down Bellwood, but found that the other houses had been raided, as well. So, Ben had no choice but to check the furthest edges of Bellwood. However, he didn't so much as DARE to check Undertown. He knew that there would be plenty of Eves down there. There would be looking for aliens to feed off of, even though they had all died off or escaped long ago.

No matter how hard Ben looked, he found no food. Rook had done a good job over the two years in finding all the food there was. So, the only other option Ben had was to go into the forest. Well, he had to go there anyway to fill up his flask with fresh and clean water.

However, just as Ben thought of going into the forest, he noticed that the sun was beginning to set. He sighed, realizing that he was going to have to return empty handed. Everyone was going to be so disappointed.

But then, Ben thought that perhaps that Rook had changed his mind, and that perhaps he was already back at the safe house. This made Ben brighten up, and want to get back all the more faster.

Ben turned to leave back in the direction he left, but something caught his eye. Swiftly turning on his heals, Ben saw that there were a couple of Eves in their human forms standing on the streets, lining up to block Ben's path. They gazed down in ben's direction, glaring hatefully at him.

Ben growled to himself, asking of why he was so ignorant to be out in the open. He turned and fled down the side of the street, but saw that there was more Eves standing there, blocking his way.

Just like Ben thought, the Eves were working together in a pack to bring their prey down.

As the sun slowly set, the Eves morphed into their natural forms, their skin turning into black slime and their human eyes turning to red and blue glowing eyes. Their mouths ripped open to show needle sharp teeth for ripping apart flesh.

Ben pulled out his dagger and gripped it tightly. He tried to control his breathing, but his lungs felt even tighter, and he felt as if his chest was on fire. He wanted to pull his mask away for more room to breathe, but he knew that he would only be breathing in more toxic air by the second.

Ben suddenly felt trapped not only by the Eves, but also by his own body.

Looking both ways, Ben kept looking back and forth to see the Eves that were both in front of him and behind him. As he did so, they seemed to slowly be circling and closing in on him.

Ben thought he heard the Eves making screeching and whistling noises to each other, as if to communicate to each other. They tried to find out Ben's weak points, and where to attack and when to strike.

Ben felt his heart pounding against his tight chest. He breathed in through both his nostrils and his mouth, trying to get as much air in as possible. He, too, walked in circles, to keep his eyes on all the Eves. He thought he counted about six or so.

Ben nearly jumped out of his skin when he saw one of the Eves lung forward, lashing it's claw-like fingers out at Ben. Ben took a quick step back, then lunged forward and swung wildly with his blade, but missed horribly. The Eve pulled away and got back in it's original position.

Ben panted hevily, gripping his blade even harder. He looked at the Eves, who were making clicking sounds to each other, trying to find out Ben's weakness.

Ben knew his weakness, but he tried not to show any of it. He stood his ground, showing that he had a weapon and was willing to attack.

Just like before, one of the Eves lunged out and tested how far Ben would go to defend himself.

After a while of doing so, Ben was becoming extremely tired. He panted even heavier, which just about gave away his weakness, but he still held his ground.

Ben's blade was now covered in the thick black slime. Ben had lashed out at a few at the Eves, but he quickly found that even if he struck one of the Eves, they would just instantly recover, as if the slime they were made of would just reform.

Since they were no longer in their human forms, they were no longer venerable. Now, they were almost invincible. Their only weakness was sunlight. And any trace of sunlight was completely gone.

Ben felt sweat dripping down his face and brow, but he was unable to wipe it away. He just panted and swallowed a hard lump in his throat.

Suddenly, without Ben realizing it, he had backed up too far. Before he knew it, a massive hand had wacked him on the side of his head with bone crushing force. Ben instantly tumbled to the ground. He was in too much of a daze to realize what was happening.

He felt a claw rip into his ship and skim his flesh, but he heard snarls and screeches as the Eves fought among each other, or at least Ben thought so.

As Ben processed everything, his vision coming back into focus as he looked at the scene before him. He had been wrong. The Eves weren't fighting each other, they were fighting another rival.

Ben saw a tall and slender figure standing over him. This figure snarled and growled back, making Ben think that it was another Eve just wanting Ben as his own prey, but once Ben saw more clearly, he saw that it wasn't an Eve at all.

It was Rook.

The Eves had backed off and were snarling back at Rook, annoyed that this rival had interrupted their attack.

However, once that they had caught wind that this wasn't a human, but instead was the LAST living alien, they instantly changed targets. And they no longer worked as a team, but now all wanted to be the first to taste the flesh of an alien after two years.

Without even looking down at Ben, Rook sprinted away, letting the Eves chase after him.

Ben lied on the ground, in a complete daze. He felt like moving, but his side was in surging pain, and his chest felt as if it were on fire. An no matter how hard Ben tried, he couldn't take in a decent breath. He opened his mouth, but only shuttered breaths came in.

Ben's vision went hazy once again as he felt the air and life leaving his body. All he could hear were screams from the Eves and snarls from Rook.

* * *

_This fan fiction is going to be shorter then my normal ones. Normally, I have each one have around 15 or 20 chapters, but this one may be lucky to get 10. This will move along fast, but it'll all be an epic explosion of awesomeness and lemons. Yes, lemons. Which is why this rating changed from being T to being M due to upcoming chapters._

_Another thing that as changed is the 'tags'. This went from being just adventure / suspense / horror, to also being romance. Yes, romance meets action and horror. You're welcome._

_I was going to extend this chapter, but it was longer then expected, so I'll just extend it into the next chapter._

_I wasn't going to update this story this early seeing that I just updated this a while ago, but I couldn't help myself. This has to be one of my new favorite stories I'm writing._

_Oh my gosh. Guess what? Found this fan fiction's new theme song. Imagine Dragon's 'Radioactive'. Ironic, yes? I thought it was a prefect theme song._

_Ben 10 Omniverse (c) Cartoon Network_


	3. Guardian Angel

**WARNING: This chapter contains sexual themes and violence/gore.**

Chapter 3 – Guardian Angel

Rook sprinted down the nearest street, sliding down into the darkness of the night. He panted from running so quickly and from the night air being so bitter cold. He could hear the pounding of the Eves' feet following closely behind him. They would have easily caught up with him by now, but the Eves were busy nipping and snarling at each other to really rush up at Rook.

So, Rook ran down the wide, open street and focused on keeping his cool. He had to stay focused on the task at hand, and not get too overwhelmed by the enemies following closely behind him.

However, Rook soon realized that Eves were moving from the sides of the buildings, trying to get the drop on Rook. All seemed to be crazed by sudden hunger.

Rook couldn't keep running, though. A few Eves had jumped off from the sides of the building, trying to tackle Rook to the ground, but Rook dodged quickly and lunged to the side, snarling. The Eves seemed to surround him, but they all seemed to fight and nip at each other, as well.

Rook held his ground, feeling his vision blur as he felt himself falling back into his old ways.

Letting out a threatening growl, Rook lashed out at an Eves, feeling the thick, black slime gliding through his fingers. The Eve cried out in surprise at the sudden attack.

Knowing that he had been able to slice through the hard material let Rook know that he was already beginning to shift. His hands were already beginning to take their new form, and his eyes were beginning to dilate to their new appearance.

Sensing danger behind him, Rook dodged out of the way just in time before an Eve slashed out with it's razor-like claws. The Eve that had lunged from behind tumbled down to the ground onto the already stunned Eve that Rook had slashed his hand through, the two falling into a mess together.

Rook swung around to see the other Eves in complete surprise, but they weren't willing to give up just because this prey had taken two Eves by surprise. So, they stood their ground and bared their needle sharp fangs, ready to sink them into Rook's flesh.

Rook snarled back, showing that he was ready to fight back.

Just as an Eve lunged out at Rook, Rook stepped to the side, but grabbed the long and massive arm with both of his own hands. He swiftly swung the Eve with all his might and threw the Eve at the nearest lamppost, which let Rook know that his new hidden strength had arrived.

Rook felt out of breath, but his heart pumped even faster to let more blood pump through his body. Rook sat down on his knees for a moment, feeling his body shift and morph. He panted heavily, feeling himself change.

Looking up, Rook saw many Eves coming at him, all ready to rip and tear at him. Seeing the dangerous enemies suddenly come at him made Rook's new instincts suddenly kick in. His eyes narrowed into slits and his hands shifted into what looked to be claws. He felt his back beginning to arch, a low and rasping growl rising in his chest.

His forehead felt as if it were on fire, but Rook ignored this pain, along with the rest of his body, which felt as if his bones were breaking and forming into new ones.

Time seemed to slow as Rook shut his eyes, then opened them once again, his heart beat stopped for a moment. He pin pointed every target, then gave a lion-like roar before attacking his prey.

* * *

Ben took in short and shuttered breaths. His vision was completely messed up, and he felt himself slowly slipping away. He suddenly felt as if he were really going to die.

He thought he was already dead once he saw what looked to be the devil walk up from the street Ben lied on. This devil looked strange, though, and not just because Ben could hardly see. This devil, or demon, looked tall and bulky. His head was that of a cat, or lion's, and his hands and body were covered in a black slime-like substance. His hands looked as if they were claws, deadly weapons.

As the demon walked closer, Ben could see that this creature's teeth were long and sharp, able to tear though flesh and break bone.

What caught Ben's eye, though, was the creature's blue-violet pelt. And the fact that he wore rags of armor on his body.

However, the demon bent over and easily picked up Ben, holding him tightly. Ben was able to look into the yellow-gold eyes of this demon, but then saw that this wasn't a demon at all.

This was an angel.

* * *

The sound of rushing water woke Ben up. At first, he thought he was just dreaming, but once he slowly opened his eyes, he saw that he wasn't dreaming at all. He was lying on the hard ground. In the forest.

Looking over, Ben saw that he was lying on grassy ground and not too far from where he slept was a small stream. A stream of water. CLEAN water.

Quickly sitting up, Ben looked around the area. He was completely alone, but the scene made it clear that someone else had been here. There was a small and stomped out camp fire next to the dirt ground, almost right next to where Ben had been sleeping, and there was Ben's backpack next to the fire pit. There was something else by the fire pit, but Ben could only think of water at that moment.

Quickly, Ben crawled over to his backpack and unzipped it with fumbling fingers. He shuffled through the items until he finally got to the flask. He yanked it out of his backpack and stood up.

Ben hobbled over to the pebbly ground and crouched down beside the stream. Before he filled the flask, he set it on the ground and dipped his hands in the clear water, cupping them and bringing them to his mouth, drinking the bitter cold water.

The water was so cold and fresh it instantly made Ben's dry mouth water, wanting more. He continued to dip his hands in the water and bring them to his mouth, drinking as much water as he would drink.

Once he thought he had had enough, he reached over for the flask and dipped in under the water, waiting until the bubbles had stopped surfacing. Once the flask was full, Ben placed the lid back on and stood up, suddenly feeling light headed.

Ben took in a deep breath, looking around the area. This was some place deep in the forest, seeing that there was a clean stream and living grass.

Looking back over at the fire pit, Ben saw that there was a large, brown lump by the pit. He then noticed something. He could see perfectly fine. And he had drank water.

Feeling his face, Ben realized a little late that he hadn't been wearing his mask. As he felt his face, Ben felt along his scar, feeling the edges and the grooves. His scar went all the way from the top of his forehead down to the side of his chin, covering the while side of his face.

Ben hadn't felt his scar in a while. And doing so almost made him feel depressed.

Sighing, Ben pulled his hand away and looked back at the brown lump by the fire pit, trying to see what in the world it was. He walked closer, flask in hand, trying to see what it was. As he did, he saw that the brown lump was also red. Covered in red.

Ben nearly dropped in flash, his heart pounding in his chest. He regained himself, realizing that it was only a dead deer.

A deer?

Ben was confused. He looked closer at the deer, trying to see anything wrong with it. Strangely enough, there was nothing mutated about this animal. It was just a normal old buck. Well, it looked like a predator had eaten half of it, but everything else about it was fine.

Ben looked closer. The buck's throat had been ripped out and it's entire side had been gutted, as if whatever had killed and ate most of it was been a messy eater. The sight almost sickened Ben, but he knew he had seen worse.

Something disturbed Ben, though. Just looking at the meat made Ben's mouth water. His stomach then growled, making Ben suddenly feel frightened. Never before had he looked at something so gored and thought of being hungry.

However, Ben then saw that in the middle of the ashes of the fire pit was his dagger. Ben swallowed hard, looking at the deer, then at his dagger. With shaking hands, he reached over and quickly grabbed his dagger. Before he could stop himself, he had reached over and reached inside the buck, looking for a chunk of meat. Ben gripped the bloody flesh with one hand and sawed at it with his dagger with the other.

Ben's mouth continued to water.

Once he had torn away a piece of flesh, he pulled the meat up to his mouth and tore away at it, tasting the warm and thick blood. At first, he thought it was gross, but the taste of meat made him want to eat more and more. He continued to bite off more and more of the chunk, swallowing whole pieces.

Ben then realized that tears were streaming down the side of his face. And not just because he realized he had been so hungry, but because he realized that he was eating a dead, half-eaten deer. A deer which had been left for him and he didn't even know why, yet he was so hungry he would eat it.

Ben tasted the salty tears in his next bite of meat.

* * *

Once Ben had finished eating, he lied his back on a tree, feeling tired. He felt as if his head was spinning, but he wasn't sure what else to do about it. All he could do was rest.

Ben had just begun to doze off in the sunlight when he heard shuffling coming from the bushes off in the distance. Ben was on his feet in a second, his hand on the handle of his dagger, his eyes pinned on the bushes ahead of him, looking for any danger.

He watched as whatever was coming got closer and closer. He tried not to make a move, or any noise, but he thought that whatever was coming could hear Ben's heart pounding in his chest.

However, just when Ben thought he was going to pass out from being so light headed, he saw none other then Rook walk out of the bushes. And he no longer wore his Proto-Tech armor. Instead, he wore normal clothes. He wore long, dark jeans and a grey hoodie. Almost the same as Ben.

Ben blinked in surprise. "R-Rook ...?"

Rook nodded.

Ben wasn't sure what he was doing. He seemed to shutter at the sight of his old partner back. He thought that Rook was gone for good. Well, Ben thought that HE was gone for good.

Dropping his dagger on the ground, Ben flung himself at Rook, wrapping his arms around Rook's sides. Rook made no move in pushing Ben away. He just let his partner hold onto him.

Ben buried his face in Rook's hoodie, feeling that if he let go Rook would just leave, again.

Ben held on for a moment longer, but then noticed that Rook was holding something. Ben looked up and then saw that Rook had a mask in his hand. A gas mask.

Ben, with shaky hands, let Rook hand him the new mask. He held it in his hands and felt it for a moment, feeling it and seeing how much it weighted just in his palms. Ben looked back up at Rook.

"You ..."

"I went back into the city once the heat died down." Rook explained. "It wasn't easy, but I was able to find a gas mask for you."

"How did you know?" Ben whispered.

"You passed out from not being able to breathe ..." Rook muttered. "It wasn't that hard to figure out that you can't breathe in the air."

"Oh." Ben said, feeling kind of stupid. "Right ..."

Rook sighed and walked over to the fire, moving the coals and ashes around.

Ben looked at the deer beside Rook, seeing the claw marks and the ripped out throat. "Rook ...?"

"Hm ...?" Rook hummed.

"Um ... how did you ... hunt the deer ...?" Ben stammered quietly.

Rook sighed. "The same way I fought the Eves."

Ben swallowed. "Um ..."

Rook just crinkled his nose. "It isn't that important, anyway."

* * *

Ben and Rook walked a little further down the stream, where they got to where Rook was looking.

Rook climbed half way up a tree and walked back down, a sack in hand. It looked to be a huge duffle back, making Ben's eyes widen.

"What's in it?" Ben asked.

Rook just opened the bag and threw it on the ground. "Things I found but didn't think of bringing back to the others."

Ben snorted, thinking of what Rook could possibly think of not bringing to the others. But once he got down on the ground and looked through the bag, he thought that Rook was smart for storing these items away, and NOT bringing them to the others.

What was in the bag were alcoholic drinks, all of different brands and varieties. Ben looked through each one, thinking carefully.

"You kept these?" Ben asked.

Rook nodded. "I thought that letting them lie around would just be useless, but now I'm not sure what to do with them."

Ben raised an eyebrow. "You haven't drank any of them?"

"I have." Rook muttered. "But not very much."

Ben felt unnatural not wearing his mask, but he didn't want to wear his new one either, though, seeing that he didn't need it unless he was in the city. And for some reason, the forest seemed to have more fresh air then the city did.

Ben sighed, looking up at the horizon. It looked to be around noon. Perhaps the others were worrying. Yet, looking at the bag made Ben think that after two years of just staring out a window he was slowly loosing his mind, and he needed something to put his mind of that before he completely lost it.

As if reading his thoughts, Rook sighed. "I don't know how you do it. I'm going more insane then you are, yet you just stand there. Every day. I always thought that you would be the first to crack, but I guess I was wrong."

Ben looked up at Rook with a little sympathy. He had to admit that Rook had been the first to crack. He had cracked a long time ago.

Rook just reached over and zipped the bag back up. He slung it over his shoulder, looking up the tree, then back at Ben. "So ... what are we going to do?"

Ben knew what Rook meant, and he knew that he was asking him what his decision was going to be. So, Ben made a quick one.

* * *

As it turned out, Rook had wanted to go some place private, which meant some place safe where Eves wouldn't be able to pop out of nowhere.

So, Rook had taken them down to somewhere by the end of the stream, where there was a ravine leading down into a small, sandy shore. The pebbles turned to sand as the ground dropped off into a ravine, leading down into a small bowl, which was where a small pool was.

Ben stared at it for a moment. "You knew about this?"

Rook nodded. "There are silver fish in the pool, but I haven't bothered to catch any, yet. Perhaps sometime soon I'll try."

"Yeah. Fish sounds pretty good." Ben chuckled.

Ben had been a little irritated that Rook knew about a pool with fish in it and had never told anyone, but he didn't mind anymore.

Moving down to the sandy shore at the bottom of the ravine, Ben whistled a tune, watching Rook carefully. He seemed to suddenly like how Rook was now talking, whereas Rook hadn't talked for over a year before. Now, just in the past couple days, he had been talking and communicating with Ben. Even if it wasn't about the nicest things.

Once the two got to what looked to be a nice enough spot on the edge of the sandy shore and the grassy edge, the two stopped and sat down. Rook huffed, as if he were tired of walking. Ben didn't blame him.

Rook opened the bag once again, showing the contents inside. Both males looked at the insides. Rook was the first to sift through the insides, though. Once he picked a light beer, he pulled it out and lied back on the grass. He looked up at the false sky and propped himself up with one of his elbows.

Ben did the same, picking a drink and then looking up at the sky. He found the shy strange, seeing that they were all in a dome, and the sky that they always were under was just an illusion.

"Strange, is it not?" Rook asked.

Ben grunted. "Yeah. Weird."

The two sat there and just talked for a while. At first, all they talked about was the forest, and how it seemed to be peaceful, but once the alcohol seemed to sink in a little, they talked about more off to the side things.

Rook had joked that he would build them a house in the woods and they would have a mutated wolf named Herve as a pet. Ben had laughed at this.

Ben had continued the joke by saying that they could live by planting food, and training Herve to fight any Eves that tried to get any of their food.

As the two laughed about it, both seemed to almost forget they were even joking.

The two lied side by side, both lied flat on their backs and looking up at the setting sky.

Ben felt his brain buzzing, so he stopped drinking, but he felt too happy to think straight. He looked over at Rook and thought that he had seen that same angel he had seen the night before. He didn't LOOK like an angel, but he DID look like the protector. And although Ben had always been known as the protector, it had suddenly hit Ben that Rook had been the one protecting them all along, even if it was indirectly.

Ben wasn't sure how it had happened, or when, but at some point during their talking, Ben had rolled over on top of Rook. Rook had looked surprised, but he just gave a lazy grin and laughed, and Ben laughed back.

Ben wasn't sure what had had caused him to do it, but he had done the thing. He thought that perhaps he wouldn't have done it if he hadn't been drinking, but a part of him knew that he wanted to do it. The alcohol just influenced into actually doing it.

So, without actually thinking, Ben had leaned in when he was face to face with Rook and roughly pressed his lips against Rook's.

Rook had been completely caught off guard by this, being not as drunk as Ben, but he had kissed Ben back, anyway. Rook moaned in the kiss and swerved his hips to the side, trying to get more comfortable under Ben's weight.

Rook ran his hands up Ben's back and to the back of Ben's head, running his fingers through Ben's thick hair. As he did so, Ben arched his back, holding tightly to Rook's shoulders.

As Ben moved his soft lips along Rook's, he felt Rook use his canines to lightly nip at Ben's bottom lip. Ben whimpered at the sudden nip, but Rook just growled lightly at the protest as he swiveled his hips yet again.

Ben gave a small moan as he felt Rook's hips roughly grinding against his own.

Rook's clumsy hands moved down to the edge of Ben's hoodie and slipped under, making their way to his soft stomach. Ben shuttered at Rook's touch, but didn't mind too much.

Rook was becoming annoyed, though. He growled deeply in their kiss, his tongue moving away from Ben's. He didn't like being at the bottom.

Grinding his hips even harder against Ben's, Rook waited until he got an even harder moan from Ben, who arched up from Rook's onslaught. Once he did, Rook flipped his hips and rolled Ben off him. Rook instead lied between Ben's bent legs, holding himself up with his long arms.

The older male looked down at Ben in a daze for a moment, but Ben was quick to wrap his arms around behind Rook's neck and pull him into another heated kiss.

As a form of pay back, Ben grinded his hips against Rook's just as Rook had done to Ben. In return, Rook moaned deeply and gave a muffled purr. He swiveled his hips around a little, trying to get in a better position. Although he was under the influence of alcohol, he was also under his own instinctive influences. Even if he hadn't been drinking, he already knew what he wanted.

As Ben ground and bucked his hips, Rook gave small growls as he bucked back, feeling his teeth grind against Ben's. In return, Ben body vibrated, being fueled by the loving and dominate growls his partner gave him as he continued to thrust forward.

Ben gave a deep moan as he felt a hardened bulge grinding against his own. He wildly bucked his hips just as Rook did. And once Rook pulled his lips away from Ben's, Ben was able to get some gasps in. Through his buzzing mind, he realized there and then that he was getting a better breath of air then he had in over a year, or however long he hadn't been able to properly breathe. Rook was like a breath of fresh air.

Ben just didn't understand why it had taken him this long to figure this out.

Even though the nights were known to be freezing, both were panting heavily and felt heated. For a moment, when he felt himself sobering, Ben sat up and propped himself up with his elbows. Ben tried to fumble with the hem of his hoodie, trying to take it off and breathe at the same time. Rook helped, though, by moving his hands away from the ground and tearing away at Ben's hoodie and shirt. Once they were off, Ben was hit with a sudden freezing gust of wind.

Ben's heat was instantly restored to him, though, at the sight of Rook pulling off his own hoodie and shirt. To make things more comfortable, Rook slipped both their hoodies under Ben's back. Ben grunted a thank you.

Pressing both their warm bodies together, Rook licked and nipped at Ben's ear. He licked at the shell of Ben's ear with his forked tongue, making Ben shiver as he moaned. As Rook grinned through his teeth, he snaked his hands down Ben's bare sides, making their way down to the edges of Ben's jeans.

Ben's hands made their way down to the front of Rook's jeans, as well. His hands fumbled around until he was able to unbutton and unzip Rook's jeans. Rook did the same, shimming down Ben's pants until they were completely off.

Through the darkness, Rook glared hungrily at Ben's bare neck. As if by instinct, his eyes narrowed into slits and he licked his lips. Leaning over, Rook licked and nipped at every spot on the side of Ben's neck. Ben shivered and whined as his partner did so.

Both continued to buck and grind their hips together as Rook bit and nipped at Ben's neck, making low growling sounds. He seemed to purr at the sight of Ben being so ... subdued.

Ben had been so distracted by Rook's onslaught on his neck that he didn't notice Rook had slipped off Ben's boxers and slipped in a finger. Ben had only noticed once Rook slipped in second finger, making Ben whine in sudden pain.

Rook just gave another small nip, grinning in satisfaction at Ben's moans and whines.

Brushing his teeth against Ben's sensitive skin, Rook slipped in a third finger, making Ben shift around uncomfortably, moaning in pain. However, as Rook shifted around and moved his fingers, Ben's cries of pain turned to moans of pleasure.

As Ben did so, Rook continued to nip and lick roughly at Ben's neck. Once Rook thought he found the right spot, he gave a warning growl, licking the spot once more before sinking his canines into Ben's neck. In response, Ben cried out with pleasure, feeling his heart beat even faster.

Once Rook thought that he left a mark, he pulled his teeth out of Ben's skin and licked the wound clean for a moment, then placed his blooded lips on Ben's pink ones. He kissed Ben for a moment, but then pulled away, letting Ben breathe for a moment, giving Rook a little time to pull off his own boxers.

Once he did, he stared into Ben's hazy eyes for a moment. He looked through Ben's good eye, and then into his one eye that seemed to be clouded by a haze of lighter green, as if it were clouded by radioactive waste. Ben just blinked back at Rook.

Shifting around to get in the right position, Rook moved his hands behind Ben's arched back, holding the smaller male closer to his own body. Before Ben could react, Rook entered inside him. Ben threw his head back and moaned, shutting his eyes tightly. Rook bent his head down, shutting his own eyes, trying to concentrate.

Rook moved his hips back and forth, trying to make his way further in, back also trying to pull back out every now and again. If he slowed, Ben would moan out.

"M-move!" Ben moaned out.

Rook bucked hard, making Ben whine and gasp for breath. Clawing at Rook's back, Ben buried his face in Rook's shoulder. For almost two whole years, Ben hadn't felt love. Now, he had been able to let everything out. Well, Ben had always been a virgin. That had never changed, even though he was almost eighteen. However, for almost two years, he had never kissed let alone touched anyone.

Rook's thrusts slowed as he felt himself slowly cuming. He panted heavily, clinging to Ben as he did to Rook. As Ben's face was buried in Rook's shoulder, he bit down, feeling himself cuming, as well.

Just then, Rook thrust forward, hitting Ben's sweet spot. Throwing his head back, Ben looked up at the night sky, seeing the fake dots that were meant to be stars. Now, added to those stars, were the stars that Ben saw as he came. The white substance shot up and covered both their stomachs, feeling sticky and heavy.

Rook still held onto Ben, but was slowly coming out of his daze. He gasped for air. He felt the sharp, night air around him, but he and Ben's bodies were too heated to feel any of the cold on themselves.

Once Rook felt like he couldn't hold himself up any longer, he rolled off of Ben and fumbled around the ground until he found his hoodie. He wiped the substance off his stomach and then handed his hoodie to Ben, who did the same.

Although both were extremely tired, they managed to dress themselves on the ground and huddle together on the ground. Ben pulled his shirt and hoodie back over his head, but Rook had thrown his hoodie now stained with both his and his lover's seed onto the shore.

Ben had been worried that Rook would freeze, but he knew that Rook was used to being cold. As the two lied together, looking up at the sky, Ben closed his eyes and lied his head on Rook's soft chest. He thought he felt himself falling asleep first, but he felt the rise and fall of Rook's chest as he slept.

Ben slowly opened his eyes again and looked up at Rook in the moonlight. For the first time in a long time, Ben had been able to see Rook's marking up close. His scar that was in the shape of a cross on his forehead seemed unnatural, unlike Ben's. Ben's, which took the shape of whatever the radioactive waste had touched, was shaped just as a normal scar, lining all along the side of his face. Rook's on the other hand, was different.

Rook's was in the shape of a perfect cross. Not only that, but just two days ago Ben had found that just like his own, Rook's glowed. And even though his didn't glow a bright green like Ben's, it DID glow a bright yellow. And not only THAT, but Rook seemed to have much more power and strength then Ben knew.

Ben knew that somehow Rook had been able to save Ben, and Ben had seen this just before he passed out, but his vision was blurred and Ben didn't even know who to trust anymore. He wasn't sure if he was to trust his own mind.

And he wasn't sure if he was to even trust Rook.

* * *

_I shouldn't be writing this so early. I mean, I just updated this yesterday. YESTERDAY._

_Oh well. Whatever._

_And just so people know, both Rook and Ben were sober when they 'did it'. They were just a little tipsy when they first started. Just clearing that up ..._

_And you learn more about Ben and Rook's 'abilities' in the next chapter._

_I should really be doing my homework now ..._

_Ben 10 Omniverse (c) Cartoon Network_


	4. Dreams

**WARNING: This chapter contains sexual themes and violence/gore.**

Chapter 4 - Dreams

Walking down a long, white hallway, Ben felt extremely cold. He didn't even know he had gotten to this hall, or why he was here, but he just walked down it.

Ben reached out with both arms to feel the sides of the smooth walls. They were pure white and sleek. When Ben reached out to touch them, he found that they were just far apart for Ben to touch both with his fingertips.

As Ben walked and held his arms out, he suddenly felt the walls moving apart. He wasn't sure how this could be, but he watched as the hall got wider and wider. There seemed to be no end, either. So, Ben was just simply walking in a long, white hallway that was slowly starting to grow wider.

However, just when Ben thought that the walls had stretched out enough to form a huge, white room, he then saw something off in the distance.

Ben wasn't afraid, but curious. He just kept a steady walking pace as he walked further and further towards whatever was in the distance. As he got closer, he saw that what was in the distance was simply the outside world.

Once Ben got to the edge of the white place, he looked over his shoulder. How strange that there was a white room. Nevertheless, he walked back out into the world he knew.

At first, Ben walked down paved streets of Bellwood, but he then noticed that the pavement ran into lush, forest ground. Indeed, this was all very strange. Perhaps he was hallucinating.

Ben walked further and further into the deep, dark forest. Suddenly, the white hall had seemed much more cozy then the forest.

Ben still felt cold. He crossed his arms, feeling the cold suddenly hit him. The wind blew violently, ruffling Ben's long, brown hair. He didn't mind, though. He just wanted to know what was going on.

"Rook?" Ben called out into the forest.

There was no answer. Everything seemed still, yet Ben knew that there was something out there. And it was just either ignoring Ben, or stalking him.

Ben drew in another shuttered breath as he walked further into the forest, his eyes darting left and right for danger. He felt the dirt and grass ground beneath his feet suddenly turn to lush, green grass. Ben took another good look at his surroundings.

Ben was now in a wide and open field. Lush, green grass grew everywhere as the wind blew it. Ben walked to the top of a tall hill, looking over all the rows and rows of grass lands ahead of him. Where had all this come from?

Suddenly, a brilliant flash of green light caught Ben's attention. He stared down past the hills and hills of rolling grass to see that shots of blinding green light kept flaring off. Just as they went off, Ben heard a shuttered and high pitched cry coming from the distance.

Ben gasped. The scream sounded human, but it also sounded like an Eve's. And he HAD to know what the light  
was.

Now running, Ben sprinted down the side of the hill, trying to get down all the hills before whatever was happening stopped. However, just like magic, the rolling hills that were ahead of him suddenly shortened. Ben came to a halt once he found himself on top of a tall hill. Below him, Ben saw Rook and ... himself.

Ben blinked in utter confusion. Yes. It was for sure himself. A clone of himself was down at the bottom of the hill, yards away from Rook.

Rook looked beat, though. His face was scratched and his chest was matted with blood, as if something had been clawing at it. His clothes were in tatters, as if they had also been ripped and torn at. However, something was different. He was ... burned. He looked as if something had tried to smoke Rook out, smoke smears all over his face and red burns all over his body.

Ben's clone, however, was in somewhat better condition. He wore the gas mask that Rook had picked out, but it was smeared in scarlet blood. His hands were glowing a bright green, showing that his gloves had been taken off.

Ben just stood on top of the hill, watching as the clone of himself and Rook faced each other.

"We're ... we're almost there, Ben ..." Rook heaved, as if the words pained him.

"I know." the clone responded. "But I'm afraid this is where we part."

Rook drew back his lips in a sharp hiss. "I'm getting to paradise, whether you like it or not!"

"I'm afraid not." Ben had said casually. "We don't take traitors."

Ben, the real one, felt struck. Traitor? Sure, Rook had killed a couple people ... but he had his reasons. But to go as far as to call him a traitor? Ben couldn't believe that the clone below him was even real. No. It couldn't be.

However, just then, something horrifying happened. Rook drew back his lips, showing sharp and pointed teeth. These weren't the sharp canines that Rook had always had, these were full-out razor teeth. And his eyes. His eyes changed, as well. They went from being in slits to just being completely yellow. Now, his eyes were nothing but bright, yellow, glowing eyes. And his cross. It stretched and formed, but kept it's crossed shape as it glowed bright yellow, as well.

What scared Ben the most was watching as Rook's skin turned from being a blue-violet to being slimy, black goo. His fingers stretched and formed into long and pointed claws. Ben almost stopped breathing.

The only thing that this creature still held of Rook's was his tattered clothing. Yes. Now Ben saw how he was a traitor. Never in his life would he allow an Eve to follow him into paradise. Whatever 'paradise' was.

Ben watched as his old friend turned into an Eve, his glowing eyes and cross pinned hatefully on Ben's clone.

Ben's clone then placed his hand on his mask, pulling it completely off. Once it was off, he threw it to the grassy ground. His scar now glowed a bright green.

"This ends now." Ben snarled.

"Agreed." Rook growled in what seemed to be a demonic voice.

Just then, before the real Ben knew what was happening, Rook lunged out at the clone, claws and teeth ready the rip and tear at flesh.

The clone easily dodged out of the way and threw his hand down on the side of Rook's black arm, making the Eve cry out in horrible pain. Ben's hand glowed a bright green before flashing green light, seeming to burn away at the slime-like flesh.

Rook pulled away, screeching in pain. He looked back down at his arm to see that it was now healed, as if the black slime was easily repaired. He turned back to Ben, his eyes filled with pure hate.

"I'LL KILL YOU!" he screamed as he launched himself at Ben with brute force and excellent speed. Ben was easily knocked off his feet and thrown to the ground. His scar glowed an even brighter green and his hands burned the grass that they touched.

Standing up, Ben waited for Rook to make another move.

Meanwhile, the real Ben stood on top of the hill. He knew what was going to happen. He looked back down at Rook. And although he kept hearing the word 'traitor' echoing in his head and Rook was now transformed into a complete Eve, Ben for some reason still knew that this was Rook. And no matter what mistakes he made, he was still the same old Rook.

"Rook!" Ben screamed, trying to warn him. "Stop!"

But Rook didn't hear the real Ben, as if he wasn't even there. Instead, he threw himself back at the clone, his claws ready to rip at his throat. However, just before he was able to, Ben caught the Eve by the side of his arm, holding him tightly with both hands. Rook cried out as he felt his flesh being burned.

"Stop!" Ben screamed again, but he wasn't heard.

Instead, his clone just drew back one hand as he plunged it into Rook's stomach, his hand gliding through the slime. Rook cried out in pain, again, but this time he seemed to move and wrench away from the touch, as if the green energy that surged through him was killing him from the inside out.

The clone just pulled his hand out, and then plunged it back in again, making Rook now moan in goring pain.

"STOP!" Ben screamed, running down the side of he hill, intending to stop the fight. "You're going to kill him!"

But as Ben ran towards the two, he saw that they seemed to only be getting further and further away. Ben kept running and screaming, though.

"STOP!"

Rook cried out in pain again, his cries echoing in Ben's head.

As the clone kept viciously attacking his old partner, his hands seemed to glow as they shot brilliant green light, destroying Rook from the inside out.

As Ben ran, he then tripped and fell to the ground. He looked back up, but saw that the fight was over. In fact, Rook now lied only a couple feet away from Ben.

The ground was no longer grassy green. It was a dark and blooded pavement. There was both Rook's and Ben's blood all over it. And now that Ben looked at the whole scene, he saw that the clone was gone, and it was just him and Rook.

Feeling something sticky on his hands, Ben looked down and saw that they were covered in the same sticky, black goo that the Eves were made of. His hands began to shake once he realized that he had been the one hurting Rook.

On his hands and knees, Ben crawled over towards Rook, who was slowly staring to change back into his old form. No longer did he look like an Eve. Now, he looked like the same Rook that Ben knew. The only difference was that he looked like he was about to die.

Ben felt hot tears running down his face. He looked back down at his hands, feeling like a monster. Rook just lied on the ground, taking in short and shuttered breaths. His eyes were clouded and hazed, such as Drake's eyes were.

Ben felt as if he had control over his hands, so he slowly reached over towards Rook and held his head in both his hands. Ben scooted closer, putting his partner's head on his lap.

Ben felt more tears running down his face, blurring his vision.

"I'm sorry ..." he whispered. "I'm so sorry ..."

* * *

Suddenly, Ben sat up on the cold ground, feeling as if his heart was beating a million miles per second. He looked around the scene to see that he was lying on the soft shore beside a small pool. His face was completely wet, like he had been crying in his sleep. Looking back at his hands, Ben saw that they weren't covered in goo.

Taking in shuttered breaths, Ben looked around. Rook was no where to be seen.

"R-Rook?" Ben called out.

No answer.

Swallowing a hard lump in his throat, Ben stood up and wiped his face free of tears. It had all just been a dream. A horrible, horrible dream.

Sighing, Ben looked around to see that Rook's hoodie still lied on the ground. Curious, Ben walked over to pick it up, but once he saw that it was stained all over, he felt his stomach drop. He blushed a deep shade of red once he remembered his and Rook's night.

Ben then felt his heart beating all the more. The others would be so worried about Ben right now. They had no food, no water, and if they found out that Ben had decided to have some drinks and have sex with Rook instead of going back to the safe house, then Drake would just about strangle Ben.

Ben heard footsteps coming up from behind him, so he slowly turned around to see who or what was approaching him. Once he saw that it was just Rook, he relaxed a little. However, even though what he had seen was only a dream, he couldn't unseen Rook changing into an Eve, or Ben deliberately hurting him. Over and over and over.

Ben swallowed another hard lump, and then noticed that Rook was holding something. He held two things, in fact. Slung over his shoulder was a black garbage bag, and in his other hand was a long and wide synch sack. A strange smell swept over Ben. And suddenly, his mouth started watering at the smell of fish.

"You went fishing?" Ben asked.

Rook nodded. "And hunting."

Ben didn't even want to know how Rook hunted. Deep down, he knew.

* * *

Once Ben returned with not only food and water, but with Rook, Drake nearly messed his pants.

"WHERE WERE YOU?!" Drake cried out.

Before Ben could reply, Toby struggled out of his mother's arms. "I sell something good! Can you smell that, too, Mom?"

Mona smelled the air, as well. Once she smelled the meat, she stared hungrily at the bags that Rook was holding.

Ben turned towards Drake. "Stop being a prick and just light a fire."

Drake stared back at Ben for a moment, but then nodded. He went off to the corner to get the things they would need in order to start a fire inside their safe house. He pulled out a round, metal barrel. There was dirt in the bottom, but there was also brush and weeds in the corner of the room, where they kept the things needed to make a fire.

Once Drake dragged out the barrel to the middle of the room, he grabbed some of the dried up brush and weeds to bring to the pit. He placed the things inside and then went for a pack of matches. There wasn't much left, but these would just have to do for now.

Striking the match, Drake lit the brush on fire and lightly blew on it until the fire was growing lightly.

As the others waited for the fire to grow more, Ben pulled off his backpack and pulled out the flask. He handed the flask to Mona first, who drank lightly with great thirst. She then handed the flask to her son, who took greedy gulps, but didn't drink too much. Once the two had had their fill, they handed the flask to Grace. She took long gulps, but not too much. Once she had finished, she closed up the flask and handed it back to Ben, who took the flask with a slight nod.

Once Drake had the fire mostly going, Ben handed him the flask. The raven haired male drank from it with short gulps, but then handed the flask back to Ben. Ben just set the flask back in his backpack.

Rook set the two bags on the ground and then pulled out his large butcher knife. Well, it was really Ben's, but Ben had given it to Rook for cutting and skinning the meat.

Rook pulled out of the synch sack one large, silver fish. Everyone stared hungrily at the fish that Rook held.

"Get a stick." Ben ordered Drake.

Once Drake snapped out of his hunger daze, he went for the metal stick in the corner of the room. He handed it to Ben, who held it for a moment as Rook gutted the fish. Once he cut open the fish, he easily slid the knife along the sides of the fish meat. Once the pink flesh was free, Rook slid both pieces on the metal rod.

Rook pulled out another fish and did the same to it, sliding both the slides of meat onto the rod. Now, the metal stick had four pieces of fish meat on the sides. Both Ben and Rook knew that they would want more then one piece each, but Rook had gotten much more then just two fish. He was just planning on letting them each the four cooked pieces while he cooked the rest for them.

Ben held the metal rod over the fire, not trusting Drake to hold everyone's food in his hands while it cooked. Ben felt then how hungry he was, even after the raw meat he ate the day before. He felt his mouth watering all over again, but he knew that it was only fair that he let the more hungry people eat first.

It hadn't taken as long to cook the pieces of meat as Ben thought it would take. The fire was roaring to life to the point where Grace hesitantly closed the blinds. The room filled with smoke, but no one cared. As the meat cooked, the smell waved all along the room.

Everyone was getting restless.

Finally, the fish meat had finished cooking. Ben pulled the rod away from the fire and lightly blew on the pieces of meat. He let the meat cool for a moment, and then motioned for the others to come over. Instantly, everyone was on their feet to get in line.

Drake was first, seeing that he was been waiting right beside the fire. And once he got his meat, he slunk off to the corner and tore away at the meat as if he were an animal. Well, they were all animals. They were all just so hungry ...

Once the four had gotten their pieces, Rook started cutting fish, again. He cut open two more fish and sat beside the fire, starting to cook the other four pieces of meat he had just cut. By the time he was just finished cooking the meat, everyone was ready for their second piece.

As Rook gave each of the four people their meat, Ben slinked off to the bag that Rook had put the fish in. He opened the side and looked inside. He saw that there was more fish in there. About four more.

Ben then looked over at the black garbage bag, wondering what was inside. He turned towards Rook, who pretended that he didn't know that Ben was watching.

Once the four had gotten their fish, Rook went back to work, doing what he had just done. He cut and slid the fish onto the rod, and then began cooking the fish. As he did so, he was completely expressionless.

Once he had finished, however, he fed the other four their third helping of fish. And that was when he cut and sliced the last two fish they had. He cooked the four pieces over the fire, but had no intention of feeding them to the others. These pieces were for him and Ben.

Once they were cooked enough, he took them off the fire and let them cool before offering some of the pieces to Ben. Ben nodded, taking two of the pieces, while Rook ate the other two.

Once everyone had finished and the flask was being sent around for the second time around, Rook pulled out of the bag what seemed to be a large hare. It's grey fur was light spotted with blood. It's head looked as if it had been smashed against a rock, but no one really cared. Even Toby stared at the rabbit as if it were something delicious.

Ben looked at the hare, then up at Rook. He didn't say anything, but he knew that Rook was going to cook the thing. Fish and rabbit for breakfast. How fun.

* * *

As everyone ate the rabbit meat, which wasn't as tough as everyone thought it would be, Rook just wrapped up the garbage bag that still had another hare in it and placed it over in the corner of the room. He then sat in the shadows, waiting for everyone to not only finish eating, but finish their conversations.

"Where did you find the fish?" Grace asked Ben.

Ben shook his head. "I didn't find them. Rook did."

"Oh ..." Grace mumbled, not even glancing over at Rook.

Drake gobbled down his share and then leaned back on the wall, sitting down on the ground. "It was a long night last night."

Ben blinked in surprise. "Really?"

Drake raised an eyebrow. "Yeah. It was FREEZING last night. How did you manage sleeping last night without huddling?"

"Oh, um ..." Ben mumbled. "I honestly don't know. I guess where I was sleeping was warm."

"Warm?" Drake huffed.

Drake was ignored, though, as Mona looked up at Ben with bright eyes. "This meat is a little tough, but it's really good! And really filling ..."

Toby moaned as he lied back next to his mother. "My tummy hurts ..."

Mona laughed. They all did. Well, everyone but Rook.

After a moment of silence, Grace cleared her throat. "Ben ... you were gone for a while, but I was thinking that maybe ..."

"Maybe what?" Ben asked.

"Maybe ... you and Rook could go out, again. I mean, we can hold up here just fine. So, if you guys come back with stuff like this, then we should be set for a while."

Ben blinked in surprise. He turned to look at Rook, who was sleeping in the corner of the room. Or just resting his eyes. Something like that.

Ben just sighed. "Well ... alright."

Drake just yawned. "You know what I like to do after eating a big meal?"

"Nap?" Mona said with a tired sound to her voice.

"Exactly." Drake chuckled, closing his eyes.

Everyone seemed to have the same idea. Toby was already in a deep sleep. Both he and his mother lied under a soft blanket and slept in the shade of the room. Everyone did the same, grabbing a blanket or something soft and just sleeping in different corners of the room.

Ben seemed to be the only one that wasn't sleeping. And he noticed something else, too. He had been wearing his old mask this whole time on the way back. Where had his new gas mask gone?

Ben looked around, and then looked inside his backpack. To his relief, his new mask was in there. He was going to need that.

Making sure that the others were sleeping, Ben pulled off his old mask and set it aside on the ground. He pulled his new gas mask over his head. He pressed some vowels until he felt the gas mask bringing in fresh air for him to breathe.

Ben had never felt such a great breath of such wonderful air. Well, besides his experience with Rook that night.

Ben then glanced over at Rook, glad that he was wearing a mask so that no one could see him grinning.

* * *

_This will be important for upcoming chapters. Just saying._

_Ben 10 Omniverse (c) Cartoon Network_


	5. Paradise

Chapter 5 - Paradise

That night, Ben wondered over to the window. He stared out at the Eves below them, all wondering around and fighting each other. The sight sickened Ben. He hated these Eves. He absolutely hated them. And the more they became intelligent, the more he hated them. They needed to be gone. The Eves just needed to ...

Ben sighed. He didn't even know what he was thinking. These Eves wouldn't leave them alone. They would just keep bothering Ben and the others for as long as they lived. Ben had once had a dream of leaving the dome and finally escaping, but he knew that it was all just a dream. All just a dream ...

Ben thought of dreams there and then. He thought of the one he had just had the night before. He thought of how horrifying it was, and how he found himself crying in his sleep just from thinking of EVER doing something so horrible. Ben knew he wasn't a monster, but yet the dream made him doubt even himself. For a while, he didn't trust anyone. He didn't trust Drake, and he even didn't trust Rook, but then he got to thinking that perhaps he couldn't trust HIMSELF. If he couldn't even trust himself, who could he really EVER trust?

Looking out the window, Ben thought about his and Rook's trip to the forest. It had been filled with nothing but excellence. And not a single Eve wondered the forest. It all just seemed too perfect. Perhaps this is what Rook had meant in his dream when he talked about paradise.

Ben swallowed a hard lump. He had been avoiding this for two years now, but now it had snuck up on him. He was going to have to move the others. They needed to get away. If the Eves weren't going to leave, then they would just have to. And Ben didn't like the thought of moving everyone at once to a new place.

And where would they go? The forest? The forest seemed like a wonderful place to live. There was game, fresh water, and plenty of room. MUCH more room then this stuffy office room they called a 'safe house'. Perhaps they could grow crops there, too.

Ben smiled, thinking of the night he and Rook had shared, where Rook had been a little tipsy and said that he would build them a home in the woods and they would live on things they grew. That suddenly sounded perfect to Ben. Just perfect.

* * *

Nudging Rook with his foot, Ben looked down at Rook's sleeping body. It seemed so still and lifeless, but Ben new that he was just frozen from the freezing cold wind. He waited until his partner began tumbling around, his yellow, cat-like eyes flickering up at Ben in confusion. He stared at Ben for a moment, and then sat up, yawning.

"What ...?" he growled.

"Time to go." Ben said plainly. He wasn't going to make a big scene for Rook.

Rook narrowed his eyes at Ben for a moment, but then just gave an annoyed grunt as he lifted himself to his feet. He quickly turned and began walking towards the door, not even bothering to pick anything up or see if Ben was following. Ben followed, though, nevertheless.

* * *

After a while of walking through the dark and damp city, they finally made their way towards the forest. Rook didn't even say anything to Ben as he took the lead, walking with haste through the darkness. He heard Ben following close behind, so he didn't mind much.

After about half an hour of walking with haste through the darkness, they finally came to a place that Ben had never seen before. The place looked to be a ravine.

After a while, Rook finally got to the top of steep and dangerous looking ravine. He stopped at the very edge and just looked down, as if gazing at something that really wasn't there. He sighed and sat down on the ground, hugging one of his knees to his chest and dangling the other off the side of the ravine.

Ben blinked in surprise as he peered through the darkness. He stood there for a moment longer, and then sat down beside Rook. He already felt like he was unwanted, but he didn't mind much. Gazing down at the bottom of the ravine, Ben saw that there was a small stream at the bottom. Since it was completely dark outside, Ben couldn't tell if the water was deep or shallow.

Looking over at Rook, Ben searched for a reaction, or some sort of emotion, but found none. Rook just kept gazing forward, as if in deep thought.

Ben felt like breaking the ice, but then Rook spoke.

"I'll get us there soon, Ben. I promise." Rook whispered.

Ben blinked in surprise and confusion. He looked in the direction that Rook seemed to be peering, looking to see what his friend was talking about, but he saw nothing but rolling hills and darkness.

Ben turned to Rook, again, completely confusion. "To where?"

Rook whispered so silently Ben hardly heard him. "Paradise."

Ben flinched, feeling as if something was wrong. Horribly wrong. He looked behind him, but saw nothing. He gazed back towards Rook, but saw that the Revonnahgander was still staring off into space.

"To ... paradise?" Ben mused.

Rook just nodded. "I'll get us there. Even if we miss this cycle and have to wait another two years, we'll get there."

Ben was completely confused. "Rook ... I don't understand."

Rook just chuckled. "You wanted to know what happened to Kevin?"

Ben felt completely lost. Rook had changed the subject to something completely different. But then Ben nodded. "Um ... yeah. I did."

"He was the lucky one. Just before the thing closed up, he was able to get into paradise. I thought about going after him, but I was just ... stuck. I wanted to leave to paradise, and he told me to come with him, but I had to stay." Rook explained.

Ben huffed. "What? I don't understand, still. If there really is a paradise, why didn't you go?"

Rook's gaze flickered over to Ben, resting on the smaller male. "If I left, where would you be, now?"

Ben then realized what his friend was talking about. Even though Ben didn't know exactly what this paradise was, he knew that Rook must have had all the will power in the world to not follow Kevin.

Then Ben became angry. Kevin just ... left?! He left and didn't bring the others with him?

As if reading Ben's mind, Rook sighed. "It was something that he had to do. If he didn't go there and then, then the opening would close up for another two years. And it did."

Ben felt his heart beating in his thin chest as he said his next words. "Paradise ... is it going to open, soon?"

Rook jus nodded. "It's been two years, right? It should open back up within a week's time."

A week. They all had a week to move and get to paradise. Whatever paradise was.

Swallowing another lump, Ben kept his gaze fixed on Rook. "How long does ... the opening stay ... open?"

Rook crinkled his nose, thinking. "I would say about an hour."

An hour. A week to get everything together, and an hour to get into paradise. Oh, Ben hoped that Rook wasn't just going insane ... like he already was.

Ben then suddenly thought of his dream that he had had just the night before. Paradise ...

Now it all flashed back to Ben. He and Rook had been trying to get to paradise, but only Ben had been able to get there. And at a cost. And Ben could NEVER picture himself hurting Rook like that. Never.

Swallowing a lump, Ben just looked out into the darkness, seeing everything that was off in the distance.

"Where is paradise?" Ben whispered to Rook.

Rook huffed to himself. "Not far. You just have to follow the rising sun in the morning, and that's when the entrance opens. You have an hour to sprint across the grass fields to get there. Just need to be fast enough. You don't even need to run that far ..."

A run to freedom is what it all seemed like. Just a simple run.

Ben there an then decided that he would go to paradise with Rook, and they would for sure bring the others. Perhaps a couple days before the entrance opened, they would bring everyone to the forest to camp out.

Ben lied back on the grass, looking up at the fake stars. Oh, how he would miss those stars. Or would he? No. Ben wouldn't miss ANYTHING about this horrible place. All he wanted now was to get to paradise with everyone else. And then perhaps they could live the rest of their lives in peace.

Ben then grinned, thinking of Kevin. He was alive. One of his friends was actually ALIVE. It all hit Ben so suddenly, but he was used to surprises by now. Placing his hand on his face, Ben pulled off his gas mask and set it aside on the ground, feeling his lungs suddenly be hit with fresh, night air. He heard Rook lie on the ground next to him, looking up at the stars, as well.

Before Ben fell asleep, he started thinking about paradise. What was it like? Would they really be free of Eves? Was Kevin still there? What if paradise wasn't really an entrance, but instead an exit, leading out of the dome?

Ben fell asleep thinking of everything that paradise could be, and everything it couldn't.

* * *

When Ben awoke the next morning, his body was stiff and he felt as if he had been sleeping on rocks. He moaned slightly as he sat up, stretching his cramped back out. His shifted his gaze around beside him, but didn't see Rook anywhere. Typical.

Getting to his feet, Ben stretched his limbs out while he looked over the ravine. The sun had already risen, but Ben must not have noticed since the day was over casted and dark. His shirt and pants were wet from the morning dew. Strange.

Ben walked along the edge of the ravine, looking for his partner, but didn't find any traces of him. He just kept moving at a steady pace, thinking that perhaps Rook was somewhere down by the stream at the bottom. And perhaps there were fish in there.

Once Ben got to the bottom of the ravine, she slowly began to skid down the dirt sides, being careful not to fall or nick himself. Once he finally reached the ground, he found that Rook wasn't anywhere near there, either. The stream flowed bright, fresh water. Something that Ben had been wanting for a while.

Going over to the stream, Ben sat down on his knees and dipped his cupped hands into the water, bringing them to his lips to drink. Just as he thought, the water was pure and tasted fresh. What made it all the more better was that it was in the morning, and the water ran even colder.

After Ben had gotten his fill, he heard something strange. He looked down stream, where the noise seemed to be coming from, and stood up. He scanned the area, as if to see Rook, but still didn't see him. Instead, Ben just decided on walking towards down stream. Perhaps Rook was down there.

As Ben walked along the edge of the stream, he looked up towards the clouded skies. They all seemed the same. Each was an exact clone of itself. Just another thing about the dome that gave the whole place that fake feeling.

The dome.

Ben huffed just thinking about it. The others on the outside world had placed the thing over Bellwood to protect themselves, but didn't think of any survivors that may be inside. So, they had all just sentenced Ben and his friends to death. But Ben was stubborn. He would make sure that he and the rest survived. No matter what.

Ben tried to step lightly on the pebbly ground, but his feet would often kick them up, making the rocks clatter together. Ben hoped that whatever was down stream was Rook, since they could by now hear him a mile away.

Finally, Ben had gotten to the end of the stream. He was more then surprised to see that at the bottom of the stream was another pool-like place. Instead of being shallow like the end of the stream Ben had just been at, this end of the stream was deeper and went far below. Ben stared into the deep, blue water for a moment, thinking.

Suddenly, he heard the noise again. It was a splash. Ben instantly looked towards the area where he heard it, but only saw the water rippling. Ben stared at the spot for a moment longer, trying to decide if it was safe to sit, or if he should consider running.

Ben then saw something moving under the water's surface. He watched intently as the figure moved deeper underwater, and then surfaced for a breath. Ben was thankfully that it was just Rook.

Ben then sat on the ground, still feeling sore from sleeping on the ground that morning. He watched as Rook continued to dive back down under, and then surface again for a breath. For a moment, Ben wondered what the older male was doing, but he then saw that every now and again he would surface with something in his hand, and then he would set it aside on the bank.

Ben looked towards the pile that Rook was starting on the other end of the stream. He stared for a moment, but it was too far away and he couldn't tell what Rook was collecting. They looked to be small and medium sized rocks, but Ben couldn't tell.

Once Rook finally got out of the water, he climbed onto the bank wearing nothing but his briefs boxers. His body was wet as he shook himself, not having anything to dry himself off with. And there was no sun out, so it seemed like he was going to be wet for a while longer.

Rook bent over to pick up everything he had collected underwater. His head would slightly turn towards Ben, knowing that he was there, but he just focused on his pile of loot. Once he had gathered everything in his hands, he wadded across a more shallow end of the stream to get towards the bank where Ben sat.

For some reason, as Rook walked even closer, Ben's heart began to thump in his chest just from the sight. He tried to keep himself from staring or blushing, but he couldn't help it. He just continued to stare forward at Rook. And that was when Ben wished that he had remembered to grab and put on his mask.

Rook came to the shore and placed his catch on the ground. They were muscles.

Ben looked at the small animals and his mouth began to water. He wasn't THAT hungry, but he was just hungry enough to feel hungry for seafood. And for a moment, Ben began to wonder how they were going to open the shells, but he quickly found out once Rook wondered off to the side of the bank to look for decent size rocks.

Rook returned and handed one to Ben. For a moment, Ben was completely confused on what they were to do, but then he watched as Rook would hold a muscle a certain way and then would slam the rock down on the side, cracking it open. Once the muscle was open, Rook would reach in his nimble fingers and pick out the meat, placing it between his lips before cracking another. Ben tried his best to copy his partner. Thankfully, Ben was able to crack open the hard shells and pull out the pieces of flesh inside. He put the meat in his lips just as Rook did, so that he could chew while he cracked another. It seemed to work out just fine.

After Ben and Rook had finished eating all of the muscles, Rook just lied back on the pebbly ground. Ben couldn't help but staring at him and slightly flushing in color. Wasn't Rook going to go get dressed? Or was he just waiting to dry off?

Ben blinked in wonder, and then stood up before things got more awkward or Rook noticed Ben staring at his bare body. Instead, Ben stood and walked back the way he came, this time more quickly. He just needed to get his mask, even if he could breathe fine in this air. He just couldn't have his face showing. Having his mask on was sort of like a safety blanket for Ben. And he couldn't help but always wanting it.

Once Ben got to the top of the ravine, he was already out of breath. He searched the ground for his mask and finally found it lying not too far away. He picked the gas mask up in his strong hands and looked at it for a moment. He stared at it, thinking of what he should do, or if it was all really worth it. Sighing, Ben placed the mask over his head and placed his hood up, covering his head. He felt the processed air come in through his mask and right to his lungs, but he couldn't help but feeling ... shamed.

Yes. Ben felt shamed. He felt shamed to know that he had only had this new mask for a day, and he was already addicted to the fake air that would help him breathe. Perhaps this was what smoking was like. All he had to have was one hit, and he would be addicted right from the start. Not only did he get fresh air, but he got something much more. He got privacy. Ben knew that he wasn't invisible behind this mask, but a part of him had always wanted to be completely invisible. He felt that if he could just drift away, he would. He would just simply fade from other's memories and not be bother with ever again.

But Ben knew that he could never have that.

Sitting on his knees, Ben sighed. What was happening? He hadn't said a word to Rook at all that day, and Rook acted as if Ben wasn't there. Perhaps he really WAS turning invisible. Or perhaps Rook was the one who was truly fading away.

Ben missed everything. He missed drinking smoothies, having Gwen around, getting advise from Grandpa Max, and even fighting his enemies. Ben shuttered, realizing that he missed Rook most of all. Even though Rook had technically not gone anywhere, he was now almost a completely different person. He didn't seem to always be asking Ben if he was alright. And Ben knew this was so because Rook knew that Ben WASN'T fine. He never was, and neither was Rook. So why bother even asking?

Ben just sat there, wondering what life would be like in paradise. Perhaps it would be better, or perhaps it would be a living ...

Ben's thoughts were suddenly interrupted as he heard a sudden shriek. Ben instantly launched himself to his feet and ran to the edge of the ravine. He looked over the area, quickly scanning left and right for Rook. He must have still been downstream. But the scream sounded so close ...

"Rook!" Ben called out. "Rook, are you alright?"

Ask a stupid question, and you'll get a stupid answer.

"Y-yeah." Rook called out, in a voice that seemed almost too deep and growled to be Rook's.

Ben now saw that there was a figure walking in the shadows, but the figure quickly toppled over and lied limply on the ground, as if in pain but trying not to make any movements. Ben watched for a moment longer, just staring at the lump on the ground in the shadows that was meant to be his partner.

Just then, Ben saw the body heave, as if taking in a sharp breath, and then a low moan escape from it. Ben swallowed a hard lump. Rook sounded as if he were in terrible pain. Ben stared walking down the side of the ravine to get to the spot where Rook hid, but he then heard Rook's voice ring out. It was unnatural and rough sounding.

"NO! Don't ... don't come near me. I ... I just need to rest." Rook stammered, his voice already fading and turning into something else.

Ben wasn't sure what he was to do. He knew that perhaps something radioactive was happening to Rook at that moment, just as it had when Ben and been attacked by the Eves, but Ben wasn't sure if he was to do something or just leave Rook there for a moment longer. His heart lurched for Rook, understanding what it was like to be in pain and not have others notice.

Rook just lied in the shadows for a moment longer, his body still heaving up and down and his moans carrying into the wind. For the first while, his cries were low and deep, but then they became faint and fragile, as if he would break at any moment.

* * *

Rook didn't understand.

He knew that he would only shift when he willed it to, or if his new instincts would kick in and prepare him for battle, but this time around it was different. It had suddenly snuck up on him while he was lying on the bank, his thoughts drifting in and out.

Rook couldn't remember exactly what he had been thinking of when he suddenly shifted. It was all new and strange to Rook. He didn't feel threatened or frightened, so he didn't know why he had been shifting against his own will. So, when Rook felt his body shifting, breaking and reforming when he wasn't even prepared, he had streaked out in pain and fright.

After that, Rook had crawled off into the shadows where Ben couldn't see him turning into something so monstrous. That was around the same moment when he heard Ben call out Rook's name, but Rook had then called for Ben to stay back. He had just lied on the ground and moaned out in pain as he felt his mind fighting with his body.

For some odd reason, his body had wanted to shift even though Rook hadn't willed it, but his mind was screaming for the shifting to stop. He couldn't have this. Not here. Not now. And that was what made the whole thing all the painful. Rook was stubborn, and he wouldn't give into his own body.

However, this time around, instead of feeling prepared for battle, Rook felt ready for something else. He had suddenly felt a new feeling rush over him just as quickly as the shift had. It was the feeling of want and desire. For what? Rook wasn't sure.

But he had a pretty good idea.

* * *

_I admit that this isn't the best chapter, but as I was writing this, I decide to just delete everything I had and start over. Trust me, it was WAY worse then what it is now. And I'm still not happy with what I've written for this chapter, but I'm kind of excited for the next chapter, anyway._

_Ben 10 Omniverse (c) Cartoon Network_


	6. Nightmares

**WARNING: This chapter contains sexual themes and violence/gore.**

Chapter 6 - Nightmares

Once the shift had ended and Rook had returned to his old self, he felt his limbs become even more sore, as if they had just been stretched and retracted. Rook's heart pounded heavily in his chest as he tried to process his own feelings. His mind wondered off into space, thinking of what had just happened. He had just shifted, but that wasn't the first time that his shift had happened.

Rook recalled how sometimes when he was out alone he would hunt for himself and the others. He had at first tried to use his Proto-Tool in hunting game and fighting off Eves, but the new world that they lived in had been much too complicated. Even for Rook's Proto-Tool. Rook had become so frustrated by this that he had actually thrown his weapon into a pot hole. He wasn't sure what had come over him to throw away something that had once been almost like a child to him, but he knew later what had come over him.

The shift.

Just like the world was changing, so was Rook. Rook knew that by going out into Bellwood's infected radiation zone he was only going to slowly mutate just like everything else that went outside. Rook had wanted to warn Ben of this, but how could he? How could Rook warn Ben that he would mutate without telling him about his own changes?

Rook hadn't wanted to tell Ben before. He didn't want his secret crush to know about the horrible things that were happening inside his body. And his mind. Rook didn't want to believe that he was slowly going insane, so he didn't tell Ben what was going on. Now, Rook knew that he couldn't hide the truth any longer. His animal inside would only come out when he felt threatened or hungry, but this time things were different. Rook hadn't felt anger or hunger, he had felt something much more. He had felt lust.

Not only had Rook felt this new emotion when he had shifted, but he also knew that Ben was already starting to figure out Rook's secret. After all, Ben was changing to the environment, as well. Whereas Ben seemed to acquire a new kind of power with his radioactive hands, Rook seemed to have something hidden within himself. Ben wore a mask and gloves to cover his shame, but Rook was completely open. Although his animal lied deep inside himself, his crossed shape scar on his forehead was in plain view.

Rook felt shame just as Ben did, but something just kept him from hiding it. Perhaps it was the fact that he wanted his partner to feel more at ease with himself if Rook was open about his markings, or maybe he just didn't cover up due to the fact that he slowly becoming numb. Rook felt himself not only going more insane by the day, but he also felt himself beginning to slip away. Every time he shifted he felt as if doing so was not only easier, but he almost didn't want to leave his new body. This scared Rook. What if he shifted one day and then decided to never change back? What if he became the animal forever?

Rook just breathed in deep breaths as he thought about such things. He didn't so much as move from the spot he had crawled to when he started to shift. He knew that Ben was some place not too far away, watching as his partner lied in confusion and pain. If only he knew of how Rook was becoming more and more numb.

If only ...

"Rook?" Ben called out, this time more stressed.

Rook didn't answer. He just kept his gaze locked forward and his mind blank. Perhaps if he didn't think about anything, he wouldn't have that same feeling he did when he shifted.

"Rook ...?" Ben whispered.

Rook then realized that Ben was right next to the brush. His hushed voice made Rook flinch, but he stayed still where he was. He didn't so much as look into Ben's direction. He just took in another shuttered breath and stayed still. However, he wasn't able to ignore Ben any longer one he felt that same feeling he had before. Why was he feeling this?

Rook shifted his gaze towards Ben to see that his partner was hovering right over him. Rook then felt his body grow hot and his heart race. He felt that same feeling as before, but this time he didn't feel the need to shift. He just lied on the ground in a daze as Ben hovered over him.

Sitting next to his partner, Ben looked over Rook's body with concern. His partner's body seemed fine, but his clothes were ripped and stretched, as if something had ripped them. Ben swallowed a hard lump in his throat, shifting his gaze back over to Rook's face. Their eyes locked for a few moments, but then Rook gave a low hum as he closed them.

With a shaking hand, Ben slowly reached over towards Rook's face. There was just something about his scar that Ben couldn't quite figure out. It was like a cross from the Bible, and was right in the middle of Rook's forehead. Something about it just seemed man-made, yet it wasn't. When Ben touched Rook's scar with the tip of his finger, Rook seemed to flinch back for a second, but he then stayed still, giving off a low growl and hum.

Ben slowly traced his finger tips along the lines. Although Ben was wearing his gloves, he thought he could feel energy radiating through his fingers to Rook. Rook seemed to feel it, too, since he seemed to almost purr softly. As he did so, Ben could feel his energy being returned. He felt his hand tingling with the new jolt that went through him. At first, Ben wanted to pull away from this energy, but then the feeling turned from uncomfortable to pleasant. If Ben could purr, he would be at that moment.

Once Ben remembered why he had come over, he pulled his hand away, making Rook open his eyes.

"Are you ... alright?" Ben whispered.

Rook blinked in wonder for a moment, and then nodded. "Yes."

Ben had wanted to ask what had happened, but he didn't want to push his luck. Rook seemed fine at the moment, even calm, but Ben knew that Rook would snap whenever he was the slightest bit irritated. He would mostly snap at Drake, but Ben was always around Rook. Ben didn't understand why Rook was always so angry, but that was what radiation did to you. It had even gotten to Ben, making him distant from the others at times.

Ben could still feel the vibrations within his hand, wanting to feel more of that wonderful energy. He began to trace his finger tips along to side of Rook's jawline, watching as the Revonnahgander gave a low and thunderous purr of affection. Before Ben knew it, his partner had grabbed his hand away from his face and pulled Ben towards himself.

Ben was a little taken aback when his lips molded together with Rook's. Ben had felt that same buzzed feeling that his fingers had, but this time it was through his lips. Once Ben had felt this new sensation, he gave a small moan of pleasure. He hadn't felt this before when he had first kissed Rook. Now, this was even greater then before. The only difference was that they weren't making love.

Or, at least they weren't for the first few moments. Ben didn't understand why they were just now sharing this wonderful feeling of sparks, but he had felt the same thing as Rook when Ben was pulled to the ground and on top of Rook. Ben had given another moan in their kiss when he felt Rook's fingers dig into his back. Just touching Rook felt wonderful.

Ben couldn't tell if it had been because they were both infected, or because they were for each other, but Ben had never felt more energy between him and Rook then when they made love for that second time.

* * *

The others couldn't be more happy then when Rook and Ben returned to the safe house with wild rabbits and a few more fish. They had all eaten just like they had before, but this time Ben had told them their new plan on what was to be done. He left out the part about 'paradise', since he knew for a fact that Drake would just think that Ben wad going crazy. Maybe he was, but Ben knew that there was SOMETHING out there, and it was all they had left.

"We're leaving?" Toby asked with wide eyes. "Where are we going?"

"We're not going anywhere." Drake had snarled to the little one, making Toby shrink back and Mona almost growl at Drake.

"Yes, we are." Ben huffed. "It's already decided. We leave in the morning. Everyone needs to get rest tonight and -"

"Wait." Drake said, interrupting Ben completely. "Why should we leave? It's safe here. We've ALWAYS been here!"

Ben gave an irritated growl. "Because I said so, Drake. We're leaving and it's final."

"Why should we even listen to you?" Drake countered, feeling daring.

Before Ben could defend himself, Rook stood up from where he had been sitting. He took a few steps forward and came nose-to-nose with Drake. Although the ravine haired boy narrowed his eyes, he secretly felt frightened. Everyone was frightened of Rook. Even Ben.

"You'll listen to him because he's all you have left, you obtuse freak." Rook growled, making Drake flinch back as if he had been slapped.

Drake didn't say anything else about the matter.

* * *

That night, Ben hadn't been able to sleep. He kept glancing over at the corner of the room, making sure that his partner was still there and hadn't left. Rook was curled up in a small ball in the very corner of the room. He didn't shiver or shift around, as if the cold didn't bother him at all.

Ben slowly got up from his sleeping spot within the group and made his way over towards Rook. He made sure not to wake up any of the others. He crouched over beside Rook, seeing that Rook wasn't even sleeping.

"Having trouble sleeping?" Rook chuckled.

Ben just nodded, surprised to see that Rook couldn't sleep, either. He lied on the ground next to Rook, but was pulled closer by one of Rook's long, strong arms until he was pressed right up next to Rook, sharing his warmth.

"How are you so warm?" Ben asked silently.

Rook just shrugged. "The cold hasn't ever really bothered me."

Ben snuggled up into Rook's hoodie, hearing Rook's heart beat and feeling his sudden warmth. Rook gave off a great amount of radiation and made Ben feel more warm then being huddled together with the others. Ben wished that Rook would sleep with him and the others, but a sudden feeling of greed came over Ben as he wished that only he could hold onto and feel Rook's warmth.

"Are you worried about tomorrow?" Ben asked in a hushed tone.

Rook thought for a moment, and then shook his head. "The only thing that really bothers me is Drake. I have confidence that the others will make it to the woods just fine, though."

Ben blinked in surprise. "Why Drake?"

"He has to judge every little decision made." Rook explained. "If he objects to everything, then he won't be getting very far. And not because he won't move an inch, but because I'll leave him if he so much as peeps an insult."

"Oh, Rook." Ben sighed. "You can't do that ..."

"Why not?" Rook huffed, still trying to be quiet.

"Because he's still one of us." Ben mumbled. "No matter how annoying he is."

Rook just gave a small chuckle. "Yeah, I guess so."

"Rook?"

"Hm?" Rook hummed back.

"Promise you won't leave him? Or any of them?" Ben whispered so quietly Rook could hardly hear.

Rook took in a deep breath, and then sighed. "Yes. I promise. I promise I'll protect you and everyone else."

Ben hugged Rook tighter and pressed his face into Rook's chest so that the older male couldn't see him blushing and grinning. "Thank you ..."

After a while of the two just lying together, Ben could feel Rook slowly beginning to nod off. However, before Rook fell asleep, Ben needed to know something. Or at least he needed Rook to know something.

"Rook?"

"Hm ...?" Rook hummed, half asleep.

Ben swallowed a hard lump in his throat, thinking about his words carefully, but knowing that they were true. "I ... I love you."

There was such a long pause Ben had just about stopped breathing, feeling as if he had done something wrong and his heart would shatter at any given moment. However, just before Ben believed that he had ruined everything between him and Rook, he heard his partner's voice chime in just before he drifted back off to sleep.

"Love you, too ..." Rook sighed, falling into a deep sleep.

Ben gave another small grin as he slowly started to fall asleep in Rook's arms.

* * *

Ben wasn't sure what exactly had happened. One moment he had been walking into a bright light (even though he was sure that was a bad idea), and the next moment he was in a strange new town. Only, this town was just as rough and beat up as Bellwood was. Deep in Ben's mind he knew he was just dreaming, but something about all of this just felt all too real.

"Hello?" Ben called out, hearing his own voice echoing. "Is anyone there?"

Ben hadn't been sure at the time, but when he had been going into the bright light he had felt like someone had been following him. Rook? The others? He didn't know, but there was no one here now. Now Ben was just completely alone. Alone ...

Suddenly, Ben heard a crunching sound coming off from the distance. Ben strained to hear where it was coming from, but he didn't have to wait long as soon as his own partner came around the corner of a building. Rook was completely expressionless as he approached Ben.

"Rook!" Ben cried out. "Where are we? What is this place?"

Rook gave a weak grin. "Why, can't you tell? This is paradise, Ben."

Ben was taken aback. "What? Paradise?"

Rook just nodded meekly. "Yes. That is correct."

Something about Rook was ... strange.

"Rook ... are you alright?" Ben asked.

"Yes, Ben. Why should I not?"

Oh. That was it. Rook was talking ... normal. Well, not 'normal', but in his old ways. Rook NEVER talked like that anymore. Never.

Ben took another scan over the burned and beaten town. He suddenly realized that the place was a small town outside of Bellwood. His heart began to beat wildly in his chest. "You mean ... we're out of the dome? For real?"

A voice in Ben's mind told him that he was still dreaming, but he had to know what Rook would say, dream or not.

"Ben, Ben, Ben ..." Rook chuckled, shaking his head. "Does that even matter, anymore? We're free ..."

"Rook ..." Ben gasped, looking at Rook's bleeding nose. "Your nose ..."

Rook's nose wasn't the only thing leaking blood, though. Soon, his finger nails were leaking and so were his eyes. His nose bled more violently and even his cross seemed to leak out strange colored blood.

Rook just chuckled. "Oh, don't mind me. I'm just rotting."

Suddenly, Rook's face twisted and changed into something horrible, making Ben's stomach turn. Ben took a step back just as Rook gave a toothy grin, showing long, pointed teeth.

Ben snapped his head around just in time to see other forms coming around the corner. His heart sank to see that they were none other then his old friends: Kevin, Gwen, Julie, Herve, and even Argit. Just like Rook, they all bleed, but Rook seemed to be the only one changing.

"Are you ready to join us, Ben?" Rook growled in almost a demonic sounding voice.

"N-no!" Ben cried out. "I'm not dead!"

"That's okay." Rook chuckled, moving closer to Ben. "Neither am, but that never stopped me."

Ben tried to get away, but they were all closing in on him. He didn't want to fight back. Ben didn't know what they were, and he had completely forgotten he was dreaming.

"I'm not dead!" Ben shouted, now feeling himself crying. "I'm not dead!"

Ben felt his shoulders being shaken, and felt himself scream in fright, but then his eyes snapped open to see bright light streaming in through the shutters. His heart raced in his chest and he felt strong hands gripping his shoulders. Ben just then realized that he had been dreaming, and that Rook had shaken his awake.

"I know you're not." Rook whispered to Ben, holding him close.

"W-what?" Ben shuttered, still shaking from the dream.

"I know you're not dead, Ben." Rook said in a hushed voice. "It's alright."

Ben swallowed a hard lump, realizing he must have been talking in his sleep. "Oh ..."

Looking around the area, Ben saw that the others were still sleeping, and Rook must have woken Ben up before he made too much noise. Ben felt like his face was wet, and knew that he had been crying while he was sleeping. He didn't care, though. Rook held Ben tightly and pressed Ben's face to his hoodie. Ben just hoped that his eyes weren't red and that paradise wasn't anything like he had seen.

* * *

_Ben and Rook get 'closer', both are going insane, but Ben seems to just not realize it._

_Ben 10 Omniverse (c) Cartoon Network_


	7. Your Protector

**WARNING: This chapter contains violence/gore and strong language.**

Chapter 7 – Your Protector

The next morning was dark and cold. Ben for a moment forgot that he was sleeping in Rook's arms rather then in the huge pile. When he woke up, he felt as if he were warm enough to be wrapped in bed sheets like the good old days, but then he soon realized that he was instead wrapped in Rook's arms. Ben thought he was the first to wake, seeing the other others were still snoring away, but then he felt Rook beginning to shift around. When Ben looked up, he was met by bright, yellow eyes. Seeing that Ben was awake, Rook pulled Ben up onto his chest, holding him tightly.

"Took you long enough to wake up." Rook joked.

Ben snuggled into Rook's hoodie, starting a good yawn. Rook then returned the yawn, grumbling to himself. Ben lied there for a moment, closing his eyes and slowly starting to fall back asleep, but Rook wiggled from under him and slid out from under Ben. In return, Ben lightly grumbled from having his teddy bear taken away. Rook just stood up and stretched his back. Ben had no choice but to get up, as well, since the ground was freezing.

Once Ben had started stretching out his back and legs, some of the others had started to wake up, as well. Drake was the first to shift around and roll on his back to see Ben and Rook already awake.

"We're leaving?" Drake asked for the millionth time.

Ben just simply nodded. "Yeah. Get yourself and the others ready to go. We're leaving."

* * *

The sky darkened as the six made their way out of the office. Mona seemed so frightened. She held tightly to her son's hand, even though her knuckles turned white and Toby gave a silently gasp as his mother held tighter. Grace wasn't as afraid, but she kept close to the others and tried not to make a noise. Drake following closely behind Ben, who was standing closely to Rook. Rook took the lead, making sure that the way was safe enough.

Thankfully, the six had slipped out of the safe house in silence, the Eves not seeing them leave. Ben scowled as he saw the Eves in human form, wondering around the streets as if they were zombies. Ben guessed they were zombies, though. After all, the Eves had taken over any human they could as a host and completely took over their whole body. Now, the human bodies were nothing but controls and homes to the Eves. Ben saw how they had quickly changed and formed into packs, but he tried his hardest to keep his mind away from the Eves.

Instead, Ben focused his attention on Rook, the person who he had been partners with for years and he had just realized he loved. Well, Ben deep down knew that he had always loved Rook, starting from the very moment they had met and became partners, but Ben had always suppressed this feeling and tried to convince himself that he and Rook were just friends. Ben thought that perhaps he had closed off his emotions towards the Revonnahgander because he thought that loving the same gender (let alone his partner and best friend) was just simply something he couldn't do. Plus, Ben couldn't ever be sure if Rook had felt the same way.

Yet, it had taken Ben to finally spend some time with his partner when they were alone to remember those feelings he had always had. No matter how much Rook changed, Ben knew that he would always feel that same warm feeling that he called love. Now, all Ben wished was to be with Rook, to feel his touch and hear his smooth, warm words. Ben shuttered at the thought of Rook ever leaving them. What worried Ben even more was knowing that there was something disturbing about Rook. Ben knew that they all had inner demons, but Rook's took the cake. Ben just wished that Rook had this under control by now, and that he would only use this force if needed.

Yet, when Rook glanced over at Ben and caught him staring, Rook just gave a small smile before turning forward, again. Ben hoped none of the others could see him blushing, yet Ben knew they wouldn't. He wore the same gas mask as always, sometimes forgetting he was even wearing it. Just thinking about how hard it was to breathe in the air they lived in made Ben frightened. He knew that his lungs couldn't take much more and they would give out if Ben didn't do something. Perhaps paradise had fresher air ...

"How far are we going?" Toby suddenly whispered to his mother, who in return hushed him.

"We're going clear out to the forest ..." Drake grumbled, his eyes narrowed.

Ben noticed Rook casting Drake a nasty glare, but he kept his head turned forward as he lead the way down the nearest empty street, which lead straight to the forest. Ben couldn't help but feeling like there was a darkness following them where ever they went, but he just kept his head held high and tried not to show discomfort from the whole situation.

Rook seemed to notice his partner's unease, though. He would send side glances over at Ben, his expression grim. Yet, he tried not to show much interest in the whole situation. He just moved faster in hopes of getting to the forest faster. The others struggled to keep up, but Rook didn't really care. His mission was to protect these people, so he would do whatever he had to get them moving to safety.

"Hey, Blue," Drake hissed. "Slow down, will you?"

"I don't think so." Rook huffed ruefully. "We're almost there, anyway."

Ben knew that they would have to cross a clearing that lead to the forest, but he didn't want to think about that. Not yet. Looking around, Ben saw that the others seemed almost as uneasy as he was. Ben just shook off this odd feeling and followed closely behind Rook, trying to match his speed.

However, Rook slowed once they got closer to the crossing. He looked both left and right, seeing if there was anything that could pose a threat, but he just turned and nodded to Ben, letting him know that all was still. Ben gave a silent sigh of relief, knowing that they could cross into the forest safely.

Ben started leading the way into the pavement clearing that had once been a parking lot for anyone wanting to park their cars to go up into the picnic area in the woods. Ben saw that there were some cars still here, but none of them had been broken into. Drake had often pestered Ben about hot wiring a car and driving around, but Ben didn't need to. Rook normally did all the collecting, and he preferred to travel in silence rather then in a big, obvious car. Ben also knew that Rook had his truck stashed away somewhere, but he never used it, either.

Once they were in the center of the clearing, Ben thought he could hear a faint noise. The sound was something like ... clicking. Ben was puzzled by this, but the sound also made his heart race. He moved a little quicker because of this increased unease. Drake and the others seemed to notice, as well. Drake looked as if he wanted to question what the sound was, but he kept silent, also picking up his pace.

Off in the distance, Ben thought he could hear something new. There was an almost animal like sound coming from the distance. The faster Ben and the others moved, the louder the hisses and growls grew. Ben's heart raced faster and faster, but that was when Rook caught up with Ben and hissed under his breath for them all to stop.

"What is it?" Ben asked frantically.

"Don't move so fast." Rook hushed, ignoring Ben's question. "And calm down. They can smell fear."

Drake shuttered. "What's going on?"

"Just keep quiet and keep your heads held high." Rook explained. "Move normal speed. Show no fear."

Toby held tighter to his mother's hand, his eyes darting off into the brush outside the parking lot. He moved once Mona started moving, matching her speed. The others all moved at normal walking speed, as well. They held their heads high just as Rook had said, but there was no stopping the sense of fear. Yet, the hissing and growling from the brush seemed to slowly dim. Ben's heart raced, but he felt a strange scenes of comfort as Rook walked beside him, his hand brushing Ben's.

Rook didn't have the same frightened expression as the others, though. His face was stone cold and expressionless. His eyes remained on the brush beside them, but he kept looking forward from time to time. He walked with a slight swagger, taking a few steps ahead of Ben, as if he were leading the way. However, once there was the sudden clicking sound and hushed hisses from the brush, Rook casted a nasty glance near the area, his head slowly lowering. Yet, this caused the growling and hissing to increase.

"What are you doing?" Drake growled at Rook.

"Shut up." Rook snarled, making Drake clamp his mouth shut.

They all moved at the same pace for long enough. The edge of the parking lot seemed so close. Ben's heart raced so fast he thought that the others would be able to hear. He just held his breath, keeping his walking pace. Yet, he and the others halted to a stop when Rook stopped moving. Ben almost bumped into his friend, but then looked at the brush where Rook was glaring.

"Just keep moving ..." Rook muttered.

"What?" Ben shuttered.

Rook casted Ben a reassuring glance, and Ben just took in a sharp breath and started leading the others at a walking pace. Rook stayed where he was, staring intently at the brush. The growls seemed to increase, but Rook just returned the snarls. His head was held low and he hunched his shoulders, standing straight and tall.

"What's Rook doing?" Mona shuttered to Grace.

"I don't know ..." Grace whispered back. "I think he's trying to demonstrate his dominance."

"Say what?" Drake growled at the girl behind him.

"Well, he was taking the lead like the leader, and now he's acting protective. Rook knows the most about the Eves, after all."

"And how does this help us?" Drake muttered.

"The Eves now travel in packs." Grace explained silently. "And each pack seems to have a dominate male. Rook is just doing what an alpha would do."

Drake huffed in ignorance, but he didn't say anything else as Ben lead the way.

The brunette couldn't help but casting side glances over at Rook, feeling his stomach doing flips as Rook held his stance, not letting the hiding monsters get any closer to his friends, or his 'pack'. He returned the snarls and growls, not backing down. When the clicking and hisses grew, Rook just took a step forward and let out a terrible hiss, making Ben shutter. He never heard Rook hiss before.

"Geez ..." Drake shivered.

"Keep moving." Ben whispered. "We're almost there."

"What about Rook?" Toby peeped.

No one answered as they kept moving. Ben kept glancing over at Rook, his expression worried. He nearly stopped breathing when he saw that the Eves were starting to slowly emerge out of the brush. Ben was even more surprised to see that they were in their purest forms. Ben had never before seen them in bright daylight while they were in these forms. Ben swallowed a hard lump in his throat, seeing that the Eves had evolved faster then Ben could ever imagine. The biggest of them seemed to be the furthest out of the brush, his sleek, slime-like body shimmering in the light. Both eyes were red and he seemed to be the largest out of all of them. Yet, something seemed off about the creatures. They just didn't seem as ... indestructible.

Rook held his stare down with the other alpha, a deep growl rising in his chest. His eyes pinned hatefully on the other alpha who was crouched lower to the ground, on all fours. As Rook narrowed his eyes into slits and gave an angered growl, the alpha seemed to hiss back in frustration. The tension was thick and heavy one everyone.

Suddenly, Toby tripped on a rock and fell to the ground, giving a frightened cry. In the haze, Rook quickly snapped his head away to look back at Toby, but that was his mistake. His eyes no longer pinned on the Alpha Eve's, the Eves in the brush charged out in a mess of snarls and clicking sounds.

Ben now knew what the sounds were. They weren't only now formed into a pack and working together, they were learning to communicate. In other words, they were learning how to hunt their prey as a pack. The first thing they did was surround the group, the Alpha shoving Rook onto the ground as he sprinted by, making a point to prove his strength. Rook toppled to the ground with a grunt, clenching his teeth in anger and frustration.

"Rook!" Ben cried out just as an Eve toppled him too, but not attacking him.

Ben knew what to do, though. He knew what he had to do in a situation like this where the others were in danger. He took in one last fresh breath through his gas mask before pulling it off, letting the toxic air sudden hit his lungs. He tried not to take in deep breaths as he quickly began to remove his gloves, seeing that they were already starting to glow in anticipation. His stomach did nervous flips, but he pushed the feeling aside, knowing that his friends needed him.

Just as Ben prepared himself, he looked over in time to see Mona being knocked to the ground by one Eve and Toby dragged away by his leg by another. Toby gave out frightened cries, clawing at the ground and trying to scream for help and for his mother. The Eve attacking Mona didn't use it's claws or try to use it's teeth, either. Instead, the Eve just battered her around, as if testing her strength. Mona screamed in fear and pain, trying to wiggle away but not having enough strength.

Feeling rage boil inside him, Ben launched himself forward and plunged his hand inside the Eve's slime-like skin, concentrating on his powers. He shut his eyes for a moment and clenched his teeth.

'Burn, burn ...'

Ben snapped open his eyes once he heard the monster screech out in pain. From the inside, Ben could feel it's body boiling from his radioactive touch. Ben only pulled out his hand when the Eve's body exploded in a mess of slime and green light. Mona lied on the ground, looking up at Ben in amazement. She helped herself up to the ground, looking blindly around for her son. Her expression turned from confusion to horror as she saw two Eves battering around Toby as if he were a play toy.

Ben was ready to launch himself into another Eve when one of the Eves gave a pained cry. Slime sprayed up from behind it's back, landing across the paved ground. The Eve's screams were cut off and turned into pained moans as it fell to the ground with a thump, hunching over. Four, long claw marks ran down the side of it's back, slime oozing out the sides. Ben didn't understand, though. He thought the Eves were able to restore themselves as if they were made of indestructible goo, but once Ben saw the sun beaming down on the Eves' bodies, he knew that this just happened to weaken them.

"Holy shit ..." Drake shuttered.

Ben, too, bit his lip once he saw the Eve's attacker. The Eve that was also attacking Toby just took a look at this creature, bared it's fangs, and then backed off. Rook hissed back, showing equally long teeth. The other Eves just started to surround the group, their eyes mostly pinned on Rook. The largest of the Eves, with the brightest glowing eyes, took a few steps towards Rook, but kept hunched over, as if trying to decide if Rook was easy to take or if he was stronger then anticipated.

Rook gave a lion's roar, making the others flinch back. Rook stood beside his friends, even though he knew that they must now be frightened of him. He just kept his eyes narrowed and on the other Eves. He looked behind him and gave another snarl, making the Eves behind slowly move away from fright. That was when Rook glanced over at Ben with wide, frantic eyes. Ben wasn't sure if it was a plea for help, or an order to leave with the others, but once Rook shoved him roughly in the direction of the opening, Ben knew what he meant.

"Let's go!" Ben called out, grabbing his mask and gloves as he made his way out towards the forest. The other four followed close behind. Ben looked behind him once more at Rook, but he saw that Rook was closely behind, but he wasn't following. He was making sure the Eves didn't pursue his friends, the people he swore to his love he would protect.

"Rook ..." Ben whimpered, as if he didn't know if he should stay and help or to lead the others way.

"Go." Rook growled in a voice that didn't sound like his own.

Ben swallowed a hard lump in his throat. Before he turned and ran with the others, he gave Rook a glance over. He saw his skin slowly stretching and turning darker, as if fur was starting to cover him. His head and jaws were starting to reform, as well. His pointed ears started to slowly round out and turn into something like a lion's head. His pupils narrowed even more then they already were, his eyes and cross starting to glow. Ben for a split second made eye contact with Rook, seeing the clouded pain in his eyes. One eye started to water, but Rook shook it away with a snarl and turned to an Eve that seemed to want to chase the group. Rook gored the side of the Eve with his claws and sank his dagger-like teeth into it's neck, throwing it to the ground. Other Eves came left and right, attacking him in a frenzy.

Ben felt someone grabbing his hoodie sleeve. He turned his head to see Grace looking at him with wild eyes, pleading for him to follow. Ben took in another sharp breath of the toxic air and followed his friends, sprinting through the undergrowth and into the forest. He placed on his mask, taking in a deep breath and just hoping that Rook was alright.

* * *

_This chapter is kind of short, but I thought this was a pretty good stopping point for the chapter._

_Ben 10 Omniverse (c) Cartoon Network_


End file.
